ONE-TIME ADJUSTMENTS TO EBITDA Sample Clauses

ONE-TIME ADJUSTMENTS TO EBITDA. Subject to the provisions of this Section 3 and the satisfaction of the other conditions set forth in this Amendment, the Lenders hereby agree that, solely for the purpose of determining compliance with Annex G (Financial Covenants) to the Credit Agreement, the Parent and its Subsidiaries may (i) make a one-time add-back adjustment to EBITDA for the Fiscal Period ended March 19, 2005 for CEO separation charges in the aggregate amount of $533,000, (ii) make a one-time adjustment to increase EBITDA for the Fiscal Period ended July 9, 2005 in the aggregate amount of up to $1,163,000 to include gains recorded on the sale of the shares of Westaff A/S and Westaff AS, and (iii) make a one-time add back adjustment for the Fiscal Period ended August 6, 2005 for restructuring charges, to the extent incurred in such Fiscal Period, in the aggregate amount of up to $450,000. Such add-back adjustments and adjustments are in addition to the add-back adjustments to EBITDA for non-cash charges set forth in Section 2 of the Sixth Amendment. For the avoidance of doubt, the add-backs to EBITDA under all Amendments to the Credit Agreement are solely for the purpose of determining compliance with Annex G (Financial Covenants) and are not to be added back for the purpose of determining interest in accordance with Section 1.5(a) of the Credit Agreement.
Sample 1
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ONE-TIME ADJUSTMENTS TO EBITDA. Subject to satisfaction of the conditions set forth in this Amendment, the Lenders hereby agree that, solely for the purpose of determining compliance with Annex G (Financial Covenants) to the Credit Agreement, the Parent and its Subsidiaries may make a one-time add-back adjustment to EBITDA for the Fiscal Quarter ending April 15, 2006 for separation and transition charges related to the termination of the employment of Xxxx X. Xxxxxxxxxx and Xxxxxxx X. Xxxxx in the aggregate amount of $447,917. For the avoidance of doubt, the add-backs to EBITDA permitted under this Amendment are solely for the purpose of determining compliance with Annex G (Financial Covenants) and are not to be added back for the purpose of determining interest in accordance with Section 1.5(a) of the Credit Agreement.
Sample 1

Related to ONE-TIME ADJUSTMENTS TO EBITDA

  • Adjustments to Number of Shares The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock splits, stock dividends, recapitalization of the Common Stock as provided in the Stock Option Plan.

  • Adjustments to Exchange Ratio The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Minimum Consolidated EBITDA (a) The Borrower will not permit Consolidated EBITDA (i) for the Borrower's fiscal quarter ending closest to June 30, 1997 to be less than $2,500,000 and (ii) for any Test Period ending on the last day of a fiscal quarter of the Borrower set forth below to be less than the amount set forth opposite such fiscal quarter below: Fiscal Quarter Ending Closest To Amount ----------------- ------ September 30, 1997 $5,000,000 December 31, 1997 $5,000,000 March 31, 1998 $5,000,000 June 30, 1998 $5,000,000 September 30, 1998 $5,000,000 December 31, 1998 $5,000,000 March 31, 1999 $5,000,000 June 30, 1999 $5,000,000 -64- September 30, 1999 $ 5,000,000 December 31, 1999 $ 5,000,000 March 31, 2000 $ 5,000,000 June 30, 2000 $10,000,000 September 30, 2000 $15,000,000 December 31, 2000 $15,000,000 March 31, 2001 $15,000,000 June 30, 2001 $15,750,000 September 30, 2001 $16,500,000 December 31, 2001 $16,500,000 March 31, 2002 $16,500,000 June 30, 2002 $16,500,000

  • Annual Adjustments Base Rent shall be increased on each annual anniversary of the first day of the first full month during the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.

  • Adjustments to Shares If at any time while this Agreement is in effect (or Shares granted hereunder shall be or remain unvested while Recipient’s Continuous Service continues and has not yet terminated or ceased for any reason), there shall be any increase or decrease in the number of issued and outstanding Shares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such Shares, then and in that event, the Board or the Committee shall make any adjustments it deems fair and appropriate, in view of such change, in the number of shares of Restricted Stock then subject to this Agreement. If any such adjustment shall result in a fractional Share, such fraction shall be disregarded.

  • Adjustments to Option The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the event of the payment of an extraordinary dividend by the Company to its shareholders: the Exercise Price of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 409A of the Code; and, if such reduction cannot be fully effected due to such tax laws and it will not have adverse tax consequences to the Optionee, then the Company shall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b) for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share.

  • Adjustments to Capital Accounts At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner:

  • Adjustments to Conversion Ratios The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.

  • Maximum Consolidated Leverage Ratio The Consolidated Leverage Ratio at any time may not exceed 0.75 to 1.00; and

  • Rounding of Calculations; Minimum Adjustments All calculations under this Section 13 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest one- hundredth (1/100th) of a share, as the case may be. Any provision of this Section 13 to the contrary notwithstanding, no adjustment in the Exercise Price or the number of Shares into which this Warrant is exercisable shall be made if the amount of such adjustment would be less than $0.01 or one-tenth (1/10th) of a share of Common Stock, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a share of Common Stock, or more.

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