AQUISITION COSTS definition

AQUISITION COSTS means the amount of the contributions to the equity capital of Investor NewCo by the Financial Investors until such time as the call-option is exercised, as well as any other proven acquisition, financing, and ancillary costs and other investments of any kind incurred in connection with the acquisition or the holding of the equity participation in Investor NewCo and the acquisition and the holding of an indirect participation by Investor NewCo in MGG, no matter in what legal or economic form, e.g. as a capital increase, contributions to the capital reserve, additional contribution, shareholder's loan, or in any other manner, as well as all investments and costs incurred by the Financial Investors since the acquisition of their indirect participation in MGG, minus any earnings after taxes from dividends, interest or alienations which the Financial Investors received and get to keep (together the "EARNINGS"). In this context, an assignment of shares pursuant to Section 19 is not considered Acquisition Costs or Earnings in the sense of the preceding sentence. To compute the Market Value all cash outflows from the Financial Investors shall be balanced with all Revenues on a pro rata basis with a markup or discount for interest. In the event of computation for less than a year N shall be computed pro rata temporis.