Calculation of Contingent Purchase Price Clause Samples

Calculation of Contingent Purchase Price. The Contingent Payment shall be equal to the product of (i) the amount by which Consolidated Adjusted EBITDA for the Period exceeds five million dollars ($5,000,000), MULTIPLIED BY (ii) five (5); PROVIDED, HOWEVER, that in no event shall the Contingent Payment exceed one million five hundred fifty thousand dollars ($1,550,000).
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Calculation of Contingent Purchase Price. For purposes of this Agreement, the “Contingent Purchase Price” means an amount equal to the sum of (i) the amount (if any) by which the Subject Net Revenues for calendar year 2011 exceed Twenty-Five Million Dollars ($25,000,000), plus (ii) the amount (if any) by which the Subject Net Revenues for calendar year 2012 exceed the greater of (A) Twenty-Five Million Dollars ($25,000,000), or (B) the Subject Net Revenues for calendar year 2011; provided, that the Contingent Purchase Price shall in no event exceed Ten Million Dollars ($10,000,000). For purposes of this Section 2.6, each of calendar year 2011 and calendar year 2012 shall be referred to as an “Earn-Out Period”, and the portion of the Contingent Purchase Price relating to each Earn-Out Period shall be referred to as an “Earn-Out Amount”.
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Calculation of Contingent Purchase Price. In addition to the Closing Purchase Price, Buyer shall pay to each Seller its Applicable Percentage of additional amounts (collectively, the “Contingent Purchase Price”), up to an aggregate maximum amount of $1,400,000 (the “Maximum Amount”), calculated as follows: (i) an amount (the “2013 Amount”) equal to the lesser of (A) 3.5 times the aggregate Royalty Fees actually received by Buyer during the 12 months ending December 31, 2013, minus (x) the Closing Purchase Price amount and (y) any New Store Expenses, and (B) the Maximum Amount; and (ii) an amount (the “2014 Amount”) equal to the lesser of (A) 3.5 times the aggregate Royalty Fees actually received by Buyer during the 12 months ending December 31, 2014, minus (x) the 2013 Amount, (y) the Closing Purchase Price amount, and (z) any New Store Expenses, and (B) the Maximum Amount, minus the 2013 Amount. Each Seller acknowledges and agrees that the sole and exclusive right of such Seller under this Section 2.5 will be to receive its Applicable Percentage of the Contingent Purchase Price set forth above, up to the Maximum Amount, if Buyer actually collects Royalty Fees; that Buyer will have the right to operate the Business after Closing as it chooses, in its sole discretion; and that Buyer is not under any obligation to provide any specific level of investment or financial assistance to the Business or to undertake any specific actions (or to refrain from taking any specific actions) with respect to the operation of the Business and that Buyer is not representing or warranting that any Royalty Fees will be collected nor will such Seller have any claims against Buyer arising from Buyer’s failure to collect for any reason any Royalty Fees. Further, notwithstanding any other provision of this Agreement, Buyer will have the right, upon notice to each Seller, to pay any amounts owing to such Seller with respect to the Contingent Purchase Price by offsetting such amounts against any amounts owing by such Seller to Buyer pursuant to Article 8 of this Agreement. Notwithstanding the foregoing, Buyer will use commercially reasonable efforts to collect Royalty Fees and will take such actions with respect to unpaid Royalty Fees as is consistent with the actions Buyer takes to collect unpaid royalty fees in all of its franchise stores.
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Related to Calculation of Contingent Purchase Price

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.

  • Additional Purchase Price Purchaser shall pay to the Sellers an additional amount determined as follows: (i) Purchaser shall pay the Sellers in cash an aggregate amount (collectively, the “Earnout Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”). (ii) The Purchaser’ Earnout Calculation shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further action. In the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion).

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Total Purchase Price (High Bid + Buyer’s Premium) $