Cumulative Adjusted EBITDA Clause Samples

The 'Cumulative Adjusted EBITDA' clause defines how the total adjusted earnings before interest, taxes, depreciation, and amortization are calculated over a specified period, typically for the purposes of financial covenants or performance targets in agreements. This clause outlines the method for aggregating adjusted EBITDA figures from multiple reporting periods, often specifying adjustments for non-recurring items or extraordinary expenses to present a normalized measure of profitability. Its core practical function is to provide a consistent and fair metric for evaluating a company's financial performance over time, which is crucial for determining compliance with financial obligations or triggering certain contractual rights.
Cumulative Adjusted EBITDA. The Cumulative Adjusted EBITDA attainment level shall be determined as follows: Threshold Level: $____ Target Level: $____ Maximum Level: $____ Cumulative Adjusted EBITDA shall be weighted eighty percent (80%) in the calculation of the Final Value and shall contribute to the Final Value as follows: Threshold $____ 50% $40 Target $____ 100% $80 Maximum $____ 200% $160 Relative TSR. The Total Shareholder Return of the Company and of the Comparison Companies shall be calculated and certified by the Committee. The percentile ranking of the Company’s Total Shareholder Return as compared to the Total Shareholder Return of each Comparison Company shall determine the Final Value for relative TSR as follows: Threshold Level: 30th Percentile Target Level: 50th Percentile Maximum Level: Above 90th Percentile If, during the Performance Period, any Comparison Company declares bankruptcy or initiates (or becomes subject to) a similar proceeding as a debtor due to insolvency, then, for the purposes of ranking the Comparison Companies and the Company, such Comparison Company shall be ranked last. If, during the Performance Period, any Comparison Company is party to a merger, acquisition Exhibit 10.1 Page 8 or disposition and such event, in the Committee’s determination, has significantly altered the Comparison Company, then the Committee may in its discretion remove the Comparison Company from the relative TSR calculation; provided, however, that no additional company shall be substituted. Regardless of the actual Final Value determined in accordance with this Schedule I, if the Company’s Total Shareholder Return during the Performance Period is negative, the relative TSR shall not exceed the target level. Relative TSR shall be weighted twenty percent (20%) in the calculation of the Final Value and shall contribute to the Final Value as follows: Threshold 30th percentile 50% $10 Target 50th percentile 100% $20 Maximum Above 90th percentile 200% $40
View SourceView Similar (5)
Cumulative Adjusted EBITDA. Maintain at all times, to be tested as of the last day of each calendar quarter, Adjusted EBITDA, measured cumulatively from and after April 1, 2014, of at least (i) $250,000.00 as of and for the period ending December 31, 2014, (ii) ($1,500,000.00) as of and for the period ending March 31, 2015 and (iii) ($2,000,000.00) as of and for the period ending June 30, 2015.
View Source
Cumulative Adjusted EBITDA. The Cumulative Adjusted EBITDA attainment level shall be determined as follows: Threshold Level: $____ million Target Level: $____ million Maximum Level: $____ million Cumulative Adjusted EBITDA shall be weighted seventy percent (70%) in the calculation of the Final Value and shall contribute to the Final Value as follows: Threshold $____ million 50% $35 Target $____ million 100% $70 Maximum $____ million 200% $140
View Source

Related to Cumulative Adjusted EBITDA

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Consolidated EBITDA With respect to any period, an amount equal to the EBITDA of Borrower and its Subsidiaries for such period determined on a Consolidated basis.

  • EBITDA The term “EBITDA” shall mean, with respect to any fiscal period, “Consolidated EBITDA” as defined in the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.