Computation Methodology Sample Clauses
Computation Methodology adjustment for net worth changes; earn-out shares.
(i) Computation of initial shares. The initial number of shares of IFS Preferred Stock to be received by Ezelius (subject to redelivery of a portion of such shares to the Escrow Agent pursuant to section 17.03 hereof) shall be determined in accordance with the following formula. The agreed upon price per share of seven and one-eighth dollars $7.125 has been divided into the merger consideration of $620,545, with the result that Eighty-Seven Thousand Ninety-Four (87,094) shares are to be contributed to Acquisition Sub. Fifty-Nine Thousand Twenty-Four (59,024) shares of IFS Preferred Stock shall be delivered to Ezelius at Closing, duly registered in his name on the books of IFS' transfer agent. The remaining Twenty-Eight Thousand Seventy (28,070) shares being transferred to Ezelius at Closing shall be placed in escrow as provided in Section 17.03 hereof, to secure certain warranties, representations, covenants and indemnifications made by Ezelius as set forth herein, and the net worth adjustment provided in subsection 4c(ii) below.
Computation Methodology. The aggregate contract front-foot charge to the Village for a Future Growth Main shall be computed in accordance with this Subsection 9.a(4). A sample computation is set out in the attached Exhibit 5, which is incorporated herein by reference.
(i) Step One. The total project cost of the Future Growth Main shall be multiplied by the applicable 8-inch Equivalent Cost Ratio. The total project cost of the Future Growth Main for this purpose shall not include the cost of any segment of such main constructed in the Same Location as a preexisting Racine Utility Service Main. The resulting product shall then be multiplied by the Frontage on such new main within each municipality that is subject to the minimum 8-inch main requirement, computed in accordance with Subsection 9.a(3), above. The resulting product for each municipality having such Frontage shall then be divided by the Total Frontage on such main to compute the 8-inch equivalent front-foot charge allocated to that municipality.
(ii) Step Two. Next, the total project cost of the Future Growth Main (not including the cost of any segment of new main constructed in the Same Location as a preexisting Racine Utility Service Main) shall be multiplied by the applicable 12-inch Equivalent Cost Ratio. The resulting product shall then be multiplied by the Frontage on such new main within each municipality that is subject to the minimum 12-inch main requirement, computed in accordance with Subsection 9.a(3), above. Pursuant to Subsection 9.a(1), above, all Frontage on a Racine Utility-initiated Future Growth Main shall be deemed to be subject to the minimum 12-inch main requirement.
(iii) Step Three. The resulting product for each municipality having such Frontage shall then be divided by the Total Frontage on such main to compute the 12-inch equivalent front-foot charge allocated to that municipality.