Cumulative EBITDA Clause Samples
POPULAR SAMPLE Copied 2 times
Cumulative EBITDA. The Cumulative EBITDA attainment level shall be determined as follows: Threshold Level: $____ Target Level: $____ Maximum Level: $____ Cumulative 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: 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 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 90th percentile 200% $40
Cumulative EBITDA. At all times on or prior to December 31, 2019, the Borrowers shall not permit the Cumulative EBITDA for any date set forth in the table below for the Test Period ending on such date to be less than the minimum Cumulative EBITDA set forth opposite such date:
Cumulative EBITDA. EBITDA on a cumulative basis for the periods set out below shall be not less than the amounts set out below opposite such period: First Quarter 1998 $ 8,300,000 First Two Quarters 1998 $22,400,000 First Three Quarters 1998 $36,300,000 4. CAPITAL EXPENDITURES. Capital Expenditures of the Company and its Subsidiaries on a cumulative basis shall not be in excess of the following amounts as of the end of the period set out below opposite such amount: First Quarter 1998 $ 4,100,000 First Two Quarters 1998 $ 9,700,000 First Three Quarters 1998 $13,300,000 SCHEDULE 4 AMENDMENTS TO EXISTING COVENANTS
1. SECTION 5.8(A) OF THE EXISTING NOTE AGREEMENT IS HEREBY AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS:
Cumulative EBITDA. AFG’s earnings before interest, taxes, depreciation, amortization, and non-controlling interests (as determined under current US GAAP) through the Performance Period. This includes all of AFG’s subsidiaries excluding AAC and AAC’s subsidiaries. Cumulative EBITDA shall be adjusted for the effects of: • advisor and deal/transaction related costs related to AFG and AAC capital and/or M&A transactions above or below budgeted amounts (1); • cost of post-employment guarantees; • cost and impact of AAC and AFG share repurchase (direct and synthetic) (2); • changes to Board fees and Board imposed expenses; • litigation and defense costs and any potential litigation gains in excess of damages incurred; • (cost)/benefit of performance based compensation (above) or below target amounts; and • any other costs as determined in the sole discretion of the Board.
Cumulative EBITDA. (i) Performance Units based on Cumulative EBITDA performance shall be subject to the three-year cumulative EBITDA of the Company for 2020, 2021 and 2022 and shall be earned as follows: Threshold Goal Target Goal Maximum Goal Performance (% of Target EBITDA) 95% 100% 105% Three-Year Cumulative EBITDA $[***] Billion $[***] Billion $[***] Billion or more EBITDA Units 50% of Target EBITDA Units Granted 100% of Target EBITDA Units Granted 200% of Target EBITDA Units Granted
(ii) For performance in between the goals set forth above, the number of EBITDA Units earned will be interpolated on a straight-line basis.
(iii) The Participant shall forfeit the Target EBITDA Units if the Company’s three-year cumulative EBITDA for 2020, 2021 and 2022 is less than $[***] Billion.
(iv) The Committee shall round, up or down to the nearest whole number, the number of earned EBITDA Units and the cumulative EBITDA, in its sole discretion provided that it calculates such measures consistently for all EBITDA Units with Grant Dates in the same year.
(v) Whether and the extent to which EBITDA Units become earned and vested under Section 3(a) herein will be determined by the Committee as soon as practicable in early 2023 once the Committee certifies performance and shares of Common Stock shall be delivered as set forth in Section 4 below.
(vi) For purposes of the Agreement, “EBITDA” shall mean Adjusted EBITDA as defined by the Company in its earnings releases furnished with the SEC from time to time (net income (loss) before net interest expense, income taxes, depreciation and amortization (including impairments), impairment losses on intangibles and goodwill, management fees to related party, the write-up or write-off of any asset, loss on early extinguishment of debt, integration and restructuring expenses and all non-cash charges and expenses (including stock compensation expense) and certain other income and expenses).
Cumulative EBITDA. The Company will not, determined as of the last day of each fiscal month of the Company, permit the Consolidated EBITDA for the period of 12 consecutive months then ending (provided, however, that with respect to each month ended on or before December 31, 2003, such trailing period will be limited to year-to-date 2003) to be less than the amount specified opposite such month below: For Fiscal Month: Minimum EBITDA ----------------- -------------- March 2003 $ 20,000 April 2003 $ 215,000 May 2003 $ 550,000 June 2003 $1,115,000 July 2003 $1,575,000 August 2003 $2,235,000 September 2003 $2,955,000 October 2003 $3,570,000 November 2003 $4,120,000 December 2003 $4,345,000 January 2004 $4,350,000 February 2004 $4,420,000 March 2004 $4,580,000 April 2004 $4,750,000 May 2004 $4,940,000 June 2004 $5,185,000 July 2004 $5,430,000 August 2004 $5,715,000 September 2004 $6,050,000 October 2004 $6,345,000 November 2004 $6,625,000 December 2004 $6,850,000 For all fiscal months thereafter $6,850,000"
Cumulative EBITDA. The Investor and the Company agree that the Cumulative EBITDA Target for the Company shall be RMB1,275,000,000.
Cumulative EBITDA. $_______* *Required to be no less than $________ Compliance .............................................. Yes____ .............................................. No_______
Cumulative EBITDA. The Borrower and its Subsidiaries will not permit Cumulative EBITDA on the dates set forth below to be less than the amounts set forth opposite such dates: -------------------------------------------------------------------------------- Fiscal Quarter Ending Cumulative EBITDA -------------------------------------------------------------------------------- August 29, 1998 $3,100,000 -------------------------------------------------------------------------------- November 28, 1998 $5,640,000 -------------------------------------------------------------------------------- February 27, 1999 and on the last day of $14,400,000 each quarter thereafter --------------------------------------------------------------------------------
Cumulative EBITDA. Maintain cumulative EBITDA of the Borrowers and the Guarantors, of not less than the amounts set forth below (net of Covenant Adjustments) for each period commencing on July 1, 1996 and ending on the last day of the fiscal period set forth below: Fiscal Period Cumulative EBITDA July, 1996 $(354,000) August, 1996 $(128,000) September, 1996 $579,000 October, 1996 $1,091,000 November, 1996 $1,866,000 December, 1996 $3,458,000 January, 1997 $3,720,000 February, 1997 $4,324,000 March, 1997 $5,777,000 April, 1997 $6,524,000 May, 1997 $7,290,000 June, 1997 $8,836,000 July, 1997 $9,723,000 August, 1997 $10,709,000 September, 1997 $12,329,000 October, 1997 $13,323,000 November, 1997 $14,411,000 December, 1997 $16,297,000 provided that the actual amount of expenditures paid in cash during such period with respect to subclauses (i) through (iii) of the definition of EBITDA shall only be excluded up to the following amounts for the period commencing on the Effective Date and ending the last day of the fiscal period set forth below: Fiscal Period Amount July, 1996 $240,000 August, 1996 $590,000 September, 1996 $846,000 October, 1996 $922,000 November, 1996 $1,148,000 December, 1996 $1,314,000 January, 1997 $1,404,000 February, 1997 $1,494,000 March, 1997 $1,609,000 April, 1997 $1,684,000 May, 1997 $1,759,000 June, 1997 $1,859,000 July, 1997 $1,934,000 August, 1997 $2,009,000 September, 1997 $2,184,000 October, 1997 $2,334,000 November, 1997 $2,484,000 December, 1997 $2,659,000