MINIMUM IPO PRICE. The Registration Statement filed by the ----------------- Acquirer with the SEC in connection with the IPO shall have become effective and there shall be no other impediments to the closing of the IPO. Notwithstanding the foregoing, the provisions of this Section 8.2(d) may be waived by the -------------- Majority Co-Transferors in the event that the following conditions have been attained: (i) Acquirer is able to fund the Cash Portion of the Transfer Consideration through a private equity investment in the capital stock of the Acquirer or through borrowed money; (ii) the Transferors receive the Stock Portion of the Transfer Consideration on a basis reasonably equivalent to what they would have received in an IPO; (iii) the Transferors will receive the right to obtain liquidity for the Stock Portion of the Transfer Consideration within a reasonably short period of years following the Closing; and (iv) following the Closing, the Acquirer will have access to cash or availability under debt facilities or equity financing commitments sufficient to enable it to provide a reasonable amount of financing for working capital, equipment upgrades and future acquisitions for the Company and the other subsidiaries of the Acquirer.
MINIMUM IPO PRICE. The Registration Statement shall have become ----------------- effective and there shall be no other impediments to the closing of the IPO.
MINIMUM IPO PRICE. The minimum IPO price per share of Clarant Common Stock for purposes of this Agreement shall be $9.90. EXHIBIT 3.3
(a) Contingent Consideration will be paid to the Stockholder(s) contingent on the financial performance of the Company and Clarant during the periods July 1, 1999 through December 31, 1999, and January 1, 2000 through June 30, 2000 (each such period a "Measurement Period"). The following tables set forth the projections and formulas for determining the Contingent Consideration payable to the Stockholder(s): PROJECTIONS FOR DETERMINING CONTINGENT CONSIDERATION PROJECTED PROJECTED PROJECTED PROJECTED MEASUREMENT COMPANY COMPANY PRE-TAX COMBINED COMBINED PERIOD REVENUES INCOME REVENUES PRE-TAX INCOME Jul. 1, 1999 - $3,404,000 $374,000 n/a n/a Dec. 31, 1999 Jan. 1, 2000 - n/a n/a $75,216,000 $13,810,000 Jun. 30, 2000 FORMULAS FOR DETERMINING CONTINGENT CONSIDERATION MAXIMUM PRE-TAX POOL FOR CAP ON MEASUREMENT REVENUE INCOME POOL FORMULA FOR CALCULATING CONTINGENT CONTINGENT PERIOD MULTIPLE MULTIPLE SHARE CONTINGENT CONSIDERATION CONSIDERATION CONSIDERATION Jul. 1, 1999 - 3 15 n/a 50% (Revenue Multiple) x $78,700,000 $3,350,000 Dec. 31, 1999 (Actual Company Revenues - Projected Company Revenues) + 50% (Pre-Tax Income Multiple) x (Actual Pre-Tax Income - Projected Pre-Tax Income) Jan. 1, 2000 - 3 15 4.26% (Pool Share) x 50% (Revenue $78,700,000 $3,350,000 Jun. 30, 2000 Multiple) x (Actual Combined Revenues - Projected Combined Revenues) + (Pool Share) x 50% (Pre-Tax Income Multiple) x (Actual Combined Pretax Income - Projected Combined Pretax Income)
(b) For purposes of determining the amount of Contingent Consideration payable to the Stockholder(s):
(i) Pre-Tax Income shall mean net revenues less direct costs less indirect costs and expenses, but including all taxes other than Federal and state income taxes, provided, that, Pre-Tax Income expressly excludes amortization of acquisition goodwill or other charges incident to the transactions contemplated by the Agreement;
(ii) Combined Revenues shall mean the total revenues of the Founding Companies only, without giving effect to acquisitions by Clarant or any Founding Company after the Closing Date, unless otherwise agreed to in writing by Clarant;
MINIMUM IPO PRICE. The Registration Statement filed by the ----------------- Acquirer with the SEC in connection with the IPO shall have become effective and there shall be no other impediments to the closing of the IPO. The Company understands that any valuation above $10.00 per share is retained by the Stockholders as additional value and that it is the goal of Acquirer to have its underwriter offer the shares at the mid-point range of the valuation (i.e., $10.00 per share) at the IPO. If the IPO is priced below $8.00 per share, Acquirer will increase the number of shares given to the Stockholders such that the Stockholders will receive the same economic benefit in dollar terms as if the IPO price had been $10.00 per share. For example, if the IPO price is $8.00 per share, Acquirer will increase the number of shares given to the Stockholders by 25% to achieve the minimum valuation requirement and the Stockholders would be bound to participate in the offering. Notwithstanding the foregoing, the provisions of this Section 8.2(d) may be waived by the Majority Co-Transferors -------------- in the event that the following conditions have been attained: (i) Acquirer is able to fund the Cash Portion of the Transfer Consideration through a private equity investment in the capital stock of the Acquirer or through borrowed money; (ii) the Transferors receive the Stock Portion of the Transfer Consideration on a basis reasonably equivalent to what they would have received in an IPO; (iii) the Transferors will receive the right to obtain liquidity for the Stock Portion of the Transfer Consideration within a reasonably short period of time following the Closing; and (iv) following the Closing, the Acquirer will have access to cash or availability under debt facilities or equity financing commitments sufficient to enable it to provide a reasonable amount of financing for working capital, equipment upgrades and future acquisitions for SUPERNET and the other subsidiaries of the Acquirer.
