Calculation of Additional Consideration. In addition to the consideration set forth in Section 3.1 above, Purchaser shall pay to Sellers and allocate to the Equity Value Plan described above, the "Additional Consideration" all on the terms and conditions set forth in this Section 3.2.
Calculation of Additional Consideration. Buyer shall pay to Seller additional consideration for the Purchased Assets (“Additional Consideration”) in the aggregate amount of up to $2,000,000, subject to, and in accordance with the terms and conditions of, this Section 3.5 and Schedule 3.5:
(a) If the Earn-Out Revenue as of an Earn-Out Calculation Date equals or exceeds an amount equal 10% of the applicable “Cumulative Revenue Target”, as determined pursuant to Schedule 3.5, as of such Earn-Out Calculation Date (in each case, the “Minimum Cumulative Revenue Amount”), then Seller shall be entitled to Additional Consideration as of such Earn-Out Calculation Date, in the amount determined in accordance with Schedule 3.5; provided, however, that the maximum amount of Additional Consideration payable as of the first Earn-Out Calculation Date and based on the Earn-Out Revenue shall be $1,000,000, and the maximum amount of Additional Consideration payable as of the second Earn-Out Calculation Date and based on the Earn-Out Revenue shall be $500,000. Notwithstanding anything in this Agreement to the contrary, if, as of either Earn-Out Calculation Date, the Earn-Out Revenue is less than the applicable Minimum Cumulative Revenue Amount, then Seller shall not be entitled to, and Buyer shall have no obligation to pay, any Additional Consideration with respect to the Earn-Out Revenue as of such Earn-Out Calculation Date.
(b) If the Earn-Out EBITDA as of an Earn-Out Calculation Date equals or exceeds an amount equal to 10% of the applicable “Cumulative EBITDA Target”, as determined pursuant to Schedule 3.5, as of such Earn-Out Calculation Date (in each case, the “Minimum Cumulative EBITDA Amount”), then Seller shall be entitled to Additional Consideration as of such Earn-Out Calculation Date, in the amount determined in accordance with Schedule 3.5; provided, however, that the maximum amount of Additional Consideration payable as of the first Earn-Out Calculation Date and based on the Earn-Out EBITDA shall be $333,000, and the maximum amount of Additional Consideration payable as of the second Earn-Out Calculation Date and based on the Earn-Out EBITDA shall be $167,000. Notwithstanding anything in this Agreement to the contrary, if, as of either Earn-Out Calculation Date, the Earn-Out EBITDA is less than the applicable Minimum Cumulative EBITDA Amount, then Seller shall not be entitled to, and Buyer shall have no obligation to pay, any Additional Consideration with respect to the Earn-Out EBITDA as of such Earn-...
Calculation of Additional Consideration. (A) If Chrixxxxxxxx xxxerates actual Net Income (as defined below) in the calendar year ended December 31, 1999 in excess of Target Net Income (as defined below) for that same period, the Executive shall be entitled to receive Additional Consideration in accordance with the following formula: A = 50% x (B - C) x 10.0 x 38.5%, where
Calculation of Additional Consideration. If (i) PV Commercial Revenue recognized under GAAP for the fiscal year ending December 31, 2010 is greater than Ten Million Dollars ($10,000,000), and (ii) the Gross Margin on the sales of Commercial Inverter Products representing such recognized PV Commercial Revenue (“Commercial Gross Revenue”) is at least 28% (collectively, the “Targets”), then an additional One Dollar ($1.00) of Additional Consideration shall be payable by the Acquiror to the Shareholders in cash for each One Dollar ($1.00) of such PV Commercial Revenue so recognized by the Company and by the Acquiror above Ten Million Dollars ($10,000,000); provided, however, that in no event shall the aggregate amount of Additional Consideration exceed Forty Million Dollars ($40,000,000), less any amounts the Company is entitled to withhold pursuant to Article IX below, or be less than zero dollars.
Calculation of Additional Consideration. (a) The Buyer shall pay to the Seller an amount equal to (i) one and five-tenths (1.5%) percent of the Buyer's Gross Sales during each of the twenty (20) consecutive quarterly periods commencing as of the Effective Time (each an "Earn-Out Period") of the Seller's Products, as hereinafter defined, that are manufactured outside the United States; (ii) with respect to each Active Customer, as hereinafter defined, six and five-tenths (6.5%) percent (the "Domestic Percentage") of the Buyer's Gross Sales to each such Active Customer during each such Earn-Out Period of the Seller's Products that are manufactured in the United States ("Domestic Products"); provided, however, that with respect to each Active Customer during any Earn-Out Period, the Domestic Percentage applicable to Gross Sales of Domestic Products to such Active Customer shall be reduced, on a one-for-one basis, to the extent the Gross Margin, as hereinafter defined, applicable to Gross Sales to such Active Customer during such Earn-Out Period is less than thirty-one and five-tenths (31.5%) percent (in each case, the "Additional Consideration"). The Additional Consideration for each Earn-Out Period shall be calculated on an Active Customer-by-Active Customer basis. As an illustration of the foregoing, in the event that, with respect to Gross Sales of Domestic Products to a particular Active Customer, the Gross Margin during a particular Earn-Out Period is thirty (30%) percent, then the Domestic Percentage applicable to such Active Customer with respect to such Earn-Out Period shall be five (5%) percent calculated as follows: 6.5 - (31.5-30.0) = 5.0. During the Earn-Out Periods, the Buyer shall not change the selling price of the Seller's Products from the highest amount charged by the Seller to any of its customers, including, but not limited to, Active Customers, for such products prior to the Effective Time (the "Selling Price") without the prior written consent of the Seller.
(b) For purposes of this Section 2.2, "Gross Sales" shall mean the aggregate selling price of each of the Seller's Products sold by the Buyer during the Earn-Out Periods from sales of the Seller's Products by the Buyer to customers that had been Active Customers of the Seller at any time prior to the Effective Time, determined in accordance with United States generally accepted accounting principles used by the Seller prior to the Effective Time, on a consistent basis, and consistent with the past practices of the Seller. F...
Calculation of Additional Consideration. For each Earnout Period (as defined below), if Descap's Pre-Tax Net Income (as defined below) for such Earnout Period (i) is greater than $10,000,000, Buyer shall pay to Sellers an aggregate amount equal to fifty percent (50%) of Descap's Pre-Tax Net Income for such Earnout Period, or (ii) is equal to or less than $10,000,000, Buyer shall pay to Sellers an aggregate amount equal to forty percent (40%) of Descap's Pre-Tax Net Income for such Earnout Period (each such payment is referred to herein as an "Earnout Payment"). Each Seller shall receive its Pro Rata Share (as defined below) of each Earnout Payment. Each Earnout Payment due to any Seller shall be subject to setoff by Buyer for amounts owed to Buyer by such Seller under this Agreement. For purposes of this Section 1.5:
Calculation of Additional Consideration. 7.2.1 Within 30 days following each of 30 September 2000 ("First EBITDA Accounts Date") and 31 March 2001 ("Second EBITDA Accounts Date") the Purchaser shall procure the preparation of a profit and loss account ("EBITDA Accounts") for the Companies for the 6 month period ending on the First EBITDA Accounts Date or the 12 month period ending on the Second EBITDA Accounts Date, as the case may be, together with a statement ("Statement") of the EBITDA, Sales and New Sales for that six or 12 month period, as the case may be.
7.2.2 In calculating the EBITDA the following adjustments shall be made:
(a) the sum of(pound)100,000 per quarter in respect of directors remuneration shall be added back;
(b) the sum of (pound)52,500 in respect of sums payable to Xx Xxxxx Xxxxxxx by way of loyalty bonus shall be added back (such sum having been taken into account in the Completion Accounts);
(c) the sum of (pound)100,000 in respect of Xxxxx & Young's fees in connection with the preparation of the E&Y Information Memorandum and the E&Y Report for the Company (such sum having been taken into account in the Completion Accounts);
(d) the stamp duty payable by the Company pursuant to clause 14.2 shall be added back (such sum having been taken into account in the Completion Accounts).
7.2.3 The EBITDA Accounts shall be drawn up in accordance with the bases that appear, and in the order shown, below:
(a) the specific policies set out in schedule 11;
(b) to the extent not covered by (a) above the accounting policies, principles, practices, evaluation rules and procedures, methods and bases adopted by the Company in preparation of the Accounts;
(c) to the extent not inconsistent with (a) or (b) above, in accordance with GAAP as at the EBITDA Accounts Date.
7.2.4 The provisions of paragraph 3 of schedule 8 shall (mutatis mutandis) apply to the submission and agreement of the EBITDA Accounts and the Statement as if the references in such paragraph 3 of schedule 8 to "Completion Accounts" and "Calculation" were to the EBITDA Accounts and the Statement respectively Provided That the time period of 30 days referred to in paragraph 3.1.2 shall be 21 days and for the purposes of this clause:
Calculation of Additional Consideration. The amount of the Additional Consideration shall be determined as follows:
(i) If TelePad has not yet made an investment in the Company pursuant to Section 7.02, the Additional Consideration shall equal the sum of (A) the amount, up to a maximum of $16 million, by which the Company Value exceeds the Initial Purchase Price and (B) the product (the "Back-End Amount") obtained by multiplying (i) .6154 times (ii) the amount, if any, by which the Company Value exceeds the sum of the Initial Purchase Price and $16 million.
(ii) If TelePad has made an investment in the Company pursuant to Section 7.02 (the "Investment Amount"), the Additional Consideration shall equal either of the following amounts, as elected by the LLC, in its sole discretion, in accordance with Section 7.02.
(A) the sum of (i) the amount, up to a maximum of $16 million, by which the Consolidated Value exceeds the sum of (x) the Initial Purchase Price and (y) the Investment Amount plus a return thereon equal to 25% compounded annually, and (ii) the product obtained by multiplying (x) .6154 times (y) the amount, if any, by which the Consolidated Value exceeds the sum of (1) the Initial Purchase Price, (2) $16 million and (3) the Investment Amount plus a return equal to 25% compounded annually; or
(B) (i) the sum of (x) the amount, up to a maximum of $16 million, by which the Company Value exceeds the Initial Purchase Price, and (y) the Back-End Amount; plus
Calculation of Additional Consideration. (a) If the Company generates Net Income (as defined below) in 1999 in excess of Target Net Income (as defined below), the Stockholders shall be entitled to receive Additional Consideration in accordance with the following formula: A = (B - C) x D x .75, where A represents the amount of Additional Consideration earned (provided that Additional Consideration shall only be paid in the event that A is a positive number); B represents the amount of Net Income generated by the Company; C represents Target Net Income; and D represents the sum of (i) 10.63214 and (ii) .81786 multiplied by a number which is determined by subtracting $13.00 from the Initial Public Offering Price.
(b) Net Income of the Company shall be calculated:
(i) in accordance with GAAP applied on a basis consistent with that used in preparing the Financial Statements;
(ii) exclusive of an allocation of selling, general or administrative expense from INCOM;
(iii) exclusive of an allocation of amortization of goodwill associated with the consummation of the INCOM Plan of Organization;
(iv) assuming a level of interest expense consistent with that recorded in the Company's 1997 audited financial statements included in the Registration Statement; and
(v) assuming that the Company is subject to an 40% effective tax rate.
(c) Target Net Income is defined as $1,690,395.00.
Calculation of Additional Consideration. (a) The Stockholders shall be entitled to Additional Consideration for operating results in each of 1998, 1999 and 2000 (each an "Earn-Out Year") as shall be calculated in accordance with the following formula: A = (B - C) x E, where --------- D A represents the number of shares of INCOM Stock earned (provided that Additional Consideration for any Earn-Out Year shall only be paid in the event that A is a positive number); B represents the amount of Net Income (as defined below) generated by the Company in the applicable Earn-Out Year; C represents Target Net Income (as defined below) for the applicable Earn-Out Year; D represents $905,958; and E represents 740,944 shares of INCOM Stock.
(b) Net Income of the Company shall be calculated:
(i) for Company A and Company B, on a combined basis, in accordance with GAAP applied on a basis consistent with that used in preparing the Financial Statements;
(ii) exclusive of an allocation of selling, general or administrative expense from INCOM;
(iii) exclusive of an allocation of amortization of goodwill associated with the consummation of the INCOM Plan of Organization;
(iv) assuming a level of interest expense consistent with that recorded in the Company's 1997 audited financial statements included in the Registration Statement; and
(v) assuming that the Company is subject to a 40% effective tax rate.
(c) Target Net Income shall mean:
(i) for 1998, $311,128;
(ii) for 1999, the greater of (A) $326,684 and (B) 1.05 x Net Income generated by the Company in 1998; and
(iii) for 2000, the greater of (A) $343,019 and (B) 1.05 x Net Income generated by the Company in 1999.
