Operating Targets. As of the date of Closing, Company and the Related Company shall meet the following minimum operating thresholds: (i) Company (for the nine (9) month period ended at September 30, 1996), and the Related Company (for the nine (9) month period ended at August 31, 1996) shall have achieved aggregate net revenues of no less than Twenty One Million One Hundred Sixty Four Thousand Dollars ($21,164,000.00); (ii) Company (for the nine (9) month period ended at September 30, 1996) and the Related Company (for the nine (9) month period ended August 31, 1996) shall have achieved aggregate EBITDA, recast to include the expense assumptions found in the Geneva Review, of no less than One Million Six Hundred Seventy Seven Thousand Dollars ($1,677,000.00); and (iii) since September 30, 1996, and except as required in the ordinary and usual course of the Business, no assets have been removed, distributed, assigned or paid by or from Company or Shareholder. With regard to any EBITDA Shortfall, Parent shall have the option of closing this transaction and applying an offset against the Merger Consideration, as described in Section 3.2 hereof.
Appears in 2 contracts
Samples: Merger Agreement (Portaro Denis A), Merger Agreement (Capstone Pharmacy Services Inc)
Operating Targets. As of the date of Closing, Company and the Related Company shall meet the following minimum operating thresholds: (i) Company (for the nine (9) month period ended at September 30August 31, 1996), ) and the Related Company (for the nine (9) month period ended at August 31September 30, 1996) 1996 shall have achieved aggregate net revenues of no less than Twenty One Million One Hundred Sixty Four Thousand Dollars ($21,164,000.00); (ii) Company (for the nine (9) month period ended at September 30August 31, 1996) and the Related Company (for the nine (9) month period ended August 31at September 30, 1996) shall have achieved aggregate EBITDA, recast to include the expense assumptions found in the Geneva Review, of no less than One Million Six Hundred Seventy Seven Thousand Dollars ($1,677,000.00); and (iii) since September 30August 31, 1996, and except as required in the ordinary and usual course of the Business, no assets have been removed, distributed, assigned or paid by or from Company or ShareholderShareholders. With regard to any EBITDA Shortfall, Parent shall have the option of closing this transaction and applying an offset against the Merger Consideration, as described in Section 3.2 hereof.
Appears in 2 contracts
Samples: Merger Agreement (Capstone Pharmacy Services Inc), Merger Agreement (Portaro Denis A)