Certain Additional Information. This Section 10 sets forth certain information referred to in Section 3 of this Agreement. *Vesting of shares between the minimum and maximum EBITDA targets in each band shall be interpolated. For example, if EBITDA is $__________, then 95% of the Target Performance-Based Shares would vest. If EBITDA is $__________, then 105% of the Target Performance-Based Shares would vest.
Certain Additional Information. This Paragraph sets forth certain information referred to in Paragraphs 1 and 2 of this Agreement.
(a) The Option Grant Date is ____________.
(b) The number of Option Shares is ________.
(c) The Exercise Price for each Option Share is $________ per share.
(d) The Option shall become exercisable in the amount of 25% of the Option Shares on each of the four anniversaries of the Option Grant Date.
(e) The Expiration Date is ______________.
Certain Additional Information. Concurrently with the delivery by the Company to each Member of its annual financial statements pursuant to Section 10.1 above, the Company will deliver to each Member that is a Small Business Investment Company a written assessment of the economic impact of the investment by such Member in the Company, specifying the full-time equivalent jobs created or retained in connection with such investment, the impact of such investment on the business of the Company in terms of expanded revenue and taxes, and other economic benefits resulting from such investment, including but not limited to, technology development or commercialization, minority business development, urban or rural business development, expansion of exports and assistance to manufacturing firms, all as contemplated by 13 C.F.R. (S) 107.304(c).
Certain Additional Information. So long as the Buyer shall hold any Note, the Company will deliver to the Buyer, in duplicate: Together with each delivery of financial statements required by Paragraphs 5A(a), (b), (c) and (d), as applicable above, the Company will deliver to the Buyer an Officer's Certificate stating that during the period covered by the most recent statement of income delivered to the Buyer no Event of Default or Default has occurred, or, if such has occurred, specifying the nature and status thereof, the period of existence thereof and what action the Company has taken or proposes to take with respect thereto. The financial statements required to be delivered by clause 5A(d) above shall also be accompanied by a written statement of the independent public accountants who certify such financial statements to the effect that, in the course of the examination upon which their certification was based, they have obtained no knowledge of any Event of Default or Default insofar as any such Event of Default or Default relates to any financial matters, or, if they have obtained knowledge of any such failure, specifying the nature and period of existence thereof. Forthwith upon the Chairman of the Board or any officer of the Company obtaining knowledge of an Event of Default or Default, the Company will deliver to the Buyer an Officer's Certificate specifying the nature thereof, the period of existence thereof and what action the Company proposes to take with respect thereto.
Certain Additional Information. This Section 12 sets forth certain information referred to in Section 3 of this Agreement. Earnings Per Share As Adjusted Vesting Schedule FY 2019 EPS As Adjusted 3/4/18 – 3/2/19 Vesting Percentage of Target Performance-Based Shares Earned ≥ Target 1/3 X 100% = 33% of total Target Performance-Based Shares Earnings Per Share As Adjusted Vesting Schedule FY 2020 EPS As Adjusted 3/3/19 – 2/29/20 Vesting Percentage of Target Performance-Based Shares Earned* ≥ Threshold but < Target 1/3 X 75% = 25% of total Target Performance-Based Shares ≥ Target < Maximum 1/3 X 100% = 33% of total Target Performance-Based Shares ≥ Maximum 1/3 X 250% = 83% of total Target Performance-Based Shares Earnings Per Share As Adjusted Vesting Schedule FY 2021 EPS As Adjusted 3/1/20 – 2/27/21 Vesting Percentage of Target Performance-Based Shares Earned* ≥ Threshold but < Target 1/3 X 75% = 25% of total Target Performance-Based Shares ≥ Target but < Maximum 1/3 X 100% = 34% of total Target Performance-Based Shares ≥ Maximum 1/3 X 250% = 83% of total Target Performance-Based Shares *Vesting of shares between the threshold and maximum EPS as adjusted targets in fiscal year 2020 and fiscal year 2021 shall be interpolated.
Certain Additional Information. This Paragraph sets forth certain information referred to in Paragraphs 1 and 2 of this Agreement.
(a) The number of option shares is ___________________.
(b) The purchase price per share for such option shares is $ _________________.
(c) The Option Date is _________________.
(d) So long as the Optionee continues in Employment, the Option shares shall become exercisable as follows:
33 1 3% 2nd Anniversary of Option Date
Certain Additional Information. Section 3.1(x) of the Company ------------------------------ -------------- Disclosure Letter contains true, complete and correct lists of the following:
(i) each parcel of real property owned by the Company;
(ii) each parcel of real property leased, or subject to a lease commitment, with a copy of the lease abstract maintained by the Company;
(iii) all promissory notes, installment contracts, loan agreements, credit agreements, letters of credit, and financing and operating leases not covered by clause (ii) above, with respect to which the Company or any subsidiary is a debtor, obligor or lessee;
(iv) all guaranties, suretyships, financial accommodations and other arrangements whereby the Company or any subsidiary is contingently liable, directly or indirectly, with regard to the obligations of any other person;
(v) all persons to whom the Company or any subsidiary has given a currently effective power of attorney;
(vi) the sales, retail gross margin percentage and lease expenses for each store operated by the Company or any of its subsidiaries for each of the past two complete fiscal years;
(vii) advertising expense by store for each of the past two complete fiscal years; and
(viii) a copy of the Company's budget or plan for fiscal 1999.
Certain Additional Information. This Section 8 sets forth certain information referred to in Section 3 of this Agreement. EPS As Adjusted 3/1/20 – 2/27/21 Dollar Amount of Cash-Based Long-Term Incentive Award Earned* ≥ Threshold but < Target $500,000 ≥ Target but < Maximum $1,000,000 ≥ Maximum $1,500,000 *Vesting of Award between the threshold, target and maximum EPS as adjusted amounts shall be interpolated.
Certain Additional Information. Citi also observed certain additional information that was not considered part of its financial analyses with respect to its opinion but was noted for informational purposes, including the following: • historical closing prices of CCR Common Units and CEIX Common Stock during the 52-week period ended October 21, 2020, which indicated low and high closing prices during such period for CCR Common Units of $2.82 per unit and $12.56 per unit, respectively, and low and high closing prices of CEIX Common Stock during such period of $3.69 per share and $15.00 per share, respectively, and historical implied exchange ratios of CCR Common Units and CEIX Common Stock during such 52-week period based on daily observed closing prices of such securities, which indicated an approximate implied exchange ratio reference range of 0.5106x to 1.6108x; • publicly available Wall Street research analysts’ price targets for CCR Common Units and CEIX Common Stock, which indicated an overall low to high target price range for CCR Common Units of $3.60 to $7.00 per unit (with a median of $5.00 per unit), an overall low to high target price range for CEIX Common Stock of $7.00 to $10.00 per share (with a median of $7.50 per share) and an approximate implied exchange ratio reference range implied by such target price ranges of 0.3600x to 1.0000x; • utilizing public filings and other publicly available information, the premiums implied by the consideration paid or proposed to be paid in selected transactions involving acquisitions of master limited partnerships with operations in the natural resources industry based on closing unit prices of the target partnerships involved in such transactions one trading day prior to the public announcement date of the relevant transaction and average closing unit prices of such target partnerships over the one-month period prior to such announcement date; applying the range of one-day and one-month premiums derived from the selected transactions (ranging from (8.7)% to 56.4% and (13.2)% to 33.3%, respectively) to corresponding data of CCR based on publicly available information indicated a selected approximate implied equity value reference range for CCR of $2.76 to $4.48 per unit; and • the illustrative potential pro forma financial effect of the Merger on CEIX’s fiscal years 2021, 2022, 2023 and 2024 estimated cash flow per share, estimated organic free cash flow per share (calculated as net cash from operating activities less capital expenditures...
Certain Additional Information. As soon as ------------------------------ available, and in any event within fifty (50) days of the end of each fiscal quarter of the Company, the Company shall deliver to the Administrative Agent both paper and electronic copies of (i) a comparison of the information provided in clause (a) of Section 6.01 ------------ hereof with the budgeted figures for the time period and (ii) a schedule listing by name and dollar amount any receivables that have been written off as provided in clause (ii) of the last sentence of the definition of EBITDA found in Section 1.01 hereof, and a similar ------------ listing of any such receivables that have been collected subsequent to being written-off.
