Formula For Calculating Exercise Price Sample Clauses

Formula For Calculating Exercise Price. The “Exercise Price” will be an amount in U.S. dollars calculated according to the following formula: Exercise Price = (K1*0.40 + K2*0.60)*($75 million –NetDebt*0.25) * (1.12)Q – FOREX*(1.12)Q Where: Q represents the number of years (including any fractional year) in the period from the Closing Date through the end of the year in which the date of the exercise of the Exit Option Occurs; NetDebt represents the Consolidated Net Debt of the Group as of the Closing; and FOREX is $11,088,000. It being understood that: If (0.75 * Xtarget) < Xactual < (1.25 * Xtarget) then K1 = (1.6* Xactual / Xtarget) – 0.6 If Xactual < (0.75 * Xtarget) then K1 = 0.6 If Xactual > (1.25 * Xtarget ) then K1 = 1.4 If (0.75 * Ytarget) < Yactual < (1.25 * Ytarget) then K2 = (1.6* Yactual / Ytarget) – 0.6 If Yactual < (0.75 * Ytarget) then K2 = 0.6 If Yactual > (1.25 * Ytarget ) then K2 = 1.4 provided, however, that, in the event of either of the following there shall be no effective floor to the value of the Exit Price and the lower limit of 0.6 to the values of K1 and K2 shall not apply: (1) As a result of the Investment, Moët ▇▇▇▇▇▇▇▇ International exercises a call right over Whitehall’s shares in the Joint Venture under the Joint Venture Agreement within 60 days of the Closing (and prevails in any Legal Dispute (as such term is defined in the Joint Venture Agreement) arising out of the exercise of the call right) with the result that the Joint Venture Agreement is terminated. (2) In the event of ▇▇▇▇ Kaoufman’s death or permanent disability (as determined by a competent Russian court) Moët ▇▇▇▇▇▇▇▇ International exercises a call right over Whitehall’s shares in the Joint Venture under the Joint Venture Agreement on the grounds that MK Management is no longer under the effective control of ▇▇▇▇ Kaoufman with the result that the Joint Venture Agreement is terminated.