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.”
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.
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. 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. Borrower’s enterprise valuation (the “Enterprise Valuation”) set forth on Exhibit A is true and accurate in all respects.
Enterprise Value. 6 4.8 Material Adverse Effect........................................ 6 4.9
Enterprise Value. The aggregate consideration to be paid at Closing will be an amount equal to $2,100,000.00 (the “Enterprise Value”), as adjusted in accordance with Section 2.4 with respect to the Estimated Closing Adjustment Amount and the Estimated Closing Cash Adjustment Amount, and such adjusted Enterprise Value, will be paid by wire transfer of immediately available federal funds to the accounts and in the amounts specified by the Sellers’ Representative to the Buyer in a written flow of funds provided not fewer than two Business Days prior to the scheduled Closing Date (and the parties hereby acknowledge and agree that the Buyer will be entitled to rely on such specified instructions and allocations and, upon transfer of such funds pursuant to the instructions provided by the Sellers’ Representative, except for any adjustments following the Closing in accordance with Sections 2.7 and 2.8 (and any payments made to the Sellers pursuant to Section 10.2, if applicable), the Buyer will have no further liability for the payment of any portion of the Enterprise Value), as follows: (a) first, to the holders of the Debt of the Company as of the Closing, the aggregate amount necessary to satisfy and extinguish all such Debt; (b) second, to those Persons designated by the Sellers’ Representative, the aggregate amount required to pay and satisfy in full all Transaction Expenses; (c) third, to the Escrow Agent, the Escrow Amount for deposit pursuant to the Escrow Agreement; and (d) fourth, after payment of the amounts specified in clause (a) through (c) above, to the holders of the Shares, upon delivery to the Buyer of certificates evidencing the Shares duly endorsed (or accompanied by duly executed stock transfer powers) the remainder of the Enterprise Value (such aggregate amount payable to the holders of the Shares, the “Purchase Price”).
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").
Enterprise Value. Enterprise Value" has the meaning set forth in Section 2.1(e)(i).
Enterprise Value. 9 Environment ................................................................................................................................................ 10
