Xxxxxxx /s/ Axxxxxx Xxxxxxxxxxxxx Axxxxxx Xxxxxxxxxxxxx Schedule A Name and Address of Member % of Member- ship Interest in Daily Engage Principal Amount of Closing Note issued on Closing Date Consideration Shares Year-One Earnout Cash Year-One Earnout Shares Year-Two Earnout Cash Year-Two Earnout Shares Year-Three Earnout Cash Year-Three Earnout Shares Hxxxx X.
Earnout Period has the meaning set forth in Section 2.5(a)(iii).
Earnout has the meaning set forth in Section 2.9(a).
Earn-Out Period has the meaning set forth in Section 2.5(a).
Earnout Amount has the meaning set forth in Section 2.7(a).
Three-Year Period means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.
Earnout Payment has the meaning set forth in Section 2.3(b).
Minimum Cash Balance means $10,000,000 minus (i) $500,000, (ii) any amounts to be paid to holders of Allowed Ongoing Trade Claims of New Permian Corp., and (iii) any amounts to be paid to holders of Allowed Cure Amounts pursuant to Section 8.4(ii).
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Consolidated Cash Balance means, at any time, the aggregate amount of cash, cash equivalents, marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper, in each case, held or owned by (whether directly or indirectly), credited to the account of, or otherwise reflected as an asset on the balance sheet of, the Parent MLP and its Consolidated Subsidiaries.
First Year means the intake group of Students for the most junior class or year in a school.
Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).
Earnout Payments has the meaning specified in Section 2.7.
Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:
Earn-Out Payment has the meaning set forth in Section 2.5(a).
Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.
Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.
LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”
Cash Balance means, at any date of determination, the unencumbered and otherwise unrestricted cash and Cash Equivalents of the NCLC Group.
Adjusted EBIT means, for any accounting period, net income (or net loss) of NAI and its Subsidiaries (determined on a consolidated basis), plus the amounts (if any) which, in the determination of net income (or net loss) for such period, have been deducted for (a) interest expense, (b) income tax expense (c) rent expense under leases of property, and (d) Permitted Non-Cash Charges.
Adjusted Revenue means revenue less Digital Platform Fulfilment Revenue.
Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;
Rolling Period means, as of any date, the four Fiscal Quarters ending on or immediately preceding such date.
TTM EBITDA means, as of any date of determination, EBITDA of Borrower determined on a consolidated basis in accordance with GAAP, for the 12 month period most recently ended.
Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus
Annualized Consolidated EBITDA means, for any quarter, the product of Consolidated EBITDA for such period of time multiplied by four (4).
Estimated Cash has the meaning set forth in Section 2.4(a).