Enterprise Value Clause Samples

Enterprise Value. For purposes hereof, “Enterprise Value” shall mean the price that could be negotiated and paid in an arm’s-length transaction, for cash, between a willing seller and a willing buyer, neither of whom is under pressure or compulsion to complete the transaction, for the full value of the Company as a going concern (before deducting for net indebtedness of the Company) on the date of the Herald Notice. The Company and Herald shall attempt to agree, in good faith, upon the Enterprise Value upon receipt of the Herald Notice. If Herald and the Company cannot agree upon the Enterprise Value within thirty (30) business days, the Company and Herald shall each engage at their own expense, an independent, nationally recognized investment banking firm to determine the Enterprise Value. If the valuation by the two investment banking firms is within ten percent (10%) of each other, the average of the two valuations shall be deemed the Enterprise Value. If the difference in valuation by the two investment banking firms is greater than ten percent (10%), the two investment banking firms shall select a third independent and nationally recognized banking firm, whose determination of the Enterprise Value shall be final and binding. The cost of the third investment banking firm shall be paid equally by the Company and Herald.

Enterprise Value. Section 2.3(f)(ii) of the Merger Agreement is ---------------- hereby amended in its entirety to read as follows:

Enterprise Value. 6 4.8 Material Adverse Effect........................................ 6 4.9

Enterprise Value. For purposes of this Agreement and the CSEs awarded hereunder, “Enterprise Value” shall mean the amount determined by multiplying (i) the Company’s EBITDA for the relevant Fiscal Year (as specified in the definition of the CSE Value) by (ii) 10.8; provided, however, that such amount shall be reduced by an amount reflecting all outstanding Indebtedness of the Company and its Subsidiaries as of the last day of the relevant Fiscal Year, and increased by (1) cash and cash equivalents of the Company and its Subsidiaries as of the last day of the relevant Fiscal Year and (2) the cumulative interest, dividends and fees paid on or in respect of the Alexandria Holdings Corp. Redeemable Cumulative Preferred Stock, 7.5% Convertible Bonds and 7.5% Bonds with Warrants, as issued on August 23, 2011 pursuant to those certain Securities and Note Purchase Agreements in connection with the acquisition of the Company and its Subsidiaries, or thereafter and any other interest, dividends, distributions or fees paid to the Alexandria Holdings Corp. stockholders over the period beginning on March 31, 2011 and ending on the last day of the relevant Fiscal Year.” 2. Except to the extent modified above, the Agreement is hereby ratified and confirmed in all respects. 3. This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of this First Amendment delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this First Amendment.

Enterprise Value. Enterprise Value (in billions) ------------------------------ ------------------------------------------------------------------------------------------------------------------------ % Earned $1.20 $1.30 $1.40 $1.50 $1.60 $1.70 $1.80 $1.90 $2.00 $2.10 $2.20 $2.30 $2.40 $2.50 ------------------------------------------------------------------------------------------------------------------------ % of $1.875M Pool (25% of $7.5M) 0% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 110% 120% ------------------------------------------------------------------------------------------------------------------------ UNSECURED CREDITOR RECOVERY --------------------------- Unsecured Creditor Recovery (%) ------------------------------- ------------------------------------------------------------------------------------------------------------------------ % Earned 30% 35% 40% 45% 50% 55% 60% 65% 70% 75% 80% 85% 90% 95% 100% ------------------------------------------------------------------------------------------------------------------------ % of $3.75 M UCR Pool (50% of $7.5M) 0% 0% 0% 0% 20% 30% 40% 50% 60% 70% 80% 95% 110% 125% 150% ------------------------------------------------------------------------------------------------------------------------ The percentage of the bonus pool attributable to the EBITDA, enterprise value or unsecured creditor recovery metric, as applicable, when performance falls between data points in the tables above, shall be determined by using straight line interpolation. Payments Under Program ---------------------- The bonus pool shall be distributed as soon as practicable after the six-month anniversary of the Emergence Date. Each participant who is employed by the Company as of the six-month anniversary of the Emergence Date, or who was employed by the Company as of the Emergence Date and prior to the six-month anniversary thereof shall have been terminated without Cause (as defined in his employment agreement), shall have resigned for Good Reason (as defined in his employment agreement), or shall have died or been terminated for Disability (as defined in his employment agreement), shall receive a cash payment, net of withholding taxes, equal to his allocable share of the bonus pool. The Board of Directors, in its discretion, may make such payment to a participant who is still employed by the Company as of the six-month anniversary of the Emergence Date, by delivering to the participant common stock of the Company with a fair market value...

Enterprise Value. Borrower’s enterprise valuation (the “Enterprise Valuation”) set forth on Exhibit A is true and accurate in all respects.

Enterprise Value. The pre-money enterprise value of the Company as determined by the Representatives of the Several Underwriters named in the Underwriting Agreement equals or exceeds $500 million.

Enterprise Value. (a) Assuming the accuracy and completeness of the publicly available information regarding the Company, including, without limitation, the Company's Form 10-KSB for the fiscal year ended June 30, 2002, Form 10-QSB for the fiscal quarter ended September 30, 2002 and Form 10- QSB for the fiscal quarter ended December 31, 2002 as well as all other Company filings pursuant to the Securities Act of 1933 or the Exchange Act of 1934 (the "Public Documents"), we have placed an enterprise value on the Company of $74,480,000 (the "Enterprise Value"). (b) The Enterprise Value assumes that all existing indebtedness of the Company for borrowed money, including, without limitation, capitalized lease obligations (collectively, the "Funded Debt") shall be repaid in full at the closing together with any outstanding interest and any penalties, premiums or other fees which may be owed in connection therewith; provided that the Purchaser shall reserve the right to elect to keep certain items of the Funded Debt outstanding as of the Closing. The Enterprise Value also assumes that all preferred stock which is not being converted into common stock is redeemed at the redemption price therefore (including all accrued and unpaid dividends payable) (the "Preferred Redemption Amount") and that there are no retention bonuses, sale bonuses, change in control payments or severance or other similar payments resulting from the transactions contemplated by the Acquisition.

Enterprise Value. For purposes of this Agreement, “Enterprise Value” shall be determined in accordance with the following: (a) If the Closing occurs on or before August 20, 2003, then the Enterprise Value shall be: (i) $230,000,000 if the transactions contemplated under this Agreement are financed with proceeds from the Notes Offering; or (ii) $228,000,000 if the transactions contemplated under this Agreement are financed with proceeds from the Bridge Facility. (b) If the Closing occurs after August 20, 2003 but on or prior to September 19, 2003, then the Enterprise Value shall be: (i) if the failure of the Closing to occur on or before August 20, 2003, is the result of (A) the failure of the Buyer’s condition to Closing set forth in Section 6.1(a) (with respect to HSR Clearance) to be satisfied by such date (such state of facts, the “Unsatisfied HSR Condition”); or (B) the failure of Buyer’s conditions to Closing set forth in Section 6.1(e) to be satisfied by such date; provided, that the conditions to Closing set forth in Section 6.1(e) shall be deemed not to have failed if any other condition to Closing in Section 6.1 is not ready to be satisfied as of such date (i.e., Sellers have failed to provide documentation that all such other conditions are to be satisfied as of such date) (such state of facts, the “Unsatisfied Financing Condition”); or (C) the Closing Date being extended to September 19, 2003, in accordance with clause (b) of Article 7 and Buyer having offered to close on or before August 20, 2003, but Sellers’ Representative having reasonably objected to the earlier Closing Date as contemplated by Article 7 (such state of facts, the “Closing Acceleration Rejection”), then: (1) $232,000,000 if the transactions contemplated under this Agreement are financed with proceeds from the Notes Offering, or (2) $228,000,000 if the transactions contemplated under this Agreement are financed with proceeds from the Bridge Facility. (ii) if the failure of the Closing to occur on or before August 20, 2003, is the result of the failure of any of Buyer’s conditions to Closing set forth in Section 6.1 (other than the Unsatisfied HSR Condition or the Unsatisfied Financing Condition), and, if applicable, so long as a Closing Acceleration Rejection has not occurred, then: (A) $230,000,000 if the transactions contemplated under this Agreement are financed with proceeds from the Notes Offering; or (B) $228,000,000 if the transactions contemplated under this Agreement are financed with ...