Formula Period Profits definition
Formula Period Profits means the Surviving Corporation’s earnings before deductions for interest, taxes, depreciation and amortization (“EBITDA”) as calculated utilizing GAAP by PainCare’s independent certified public accountants for the applicable Formula Period where possible, and as calculated by PainCare for quarterly and less than quarterly data for such Formula Period. Notwithstanding the foregoing, the calculation of the Formula Period Profits shall not include any costs or expenses related to: (i) the corporate overhead of PainCare or other administrative or similar charges that PainCare might impose upon the Subsidiary, except those charges for services provided directly to and for the benefit of the Subsidiary; (ii) any non-recurring charges, losses, profits, gains, or non-cash adjustments not related to the ongoing operations of the Subsidiary’s business, including but not limited to discontinued operations, extraordinary items, acquisition costs and goodwill charges incurred in connection with the transactions contemplated hereby (excluding the write-off of any goodwill with respect to the Surviving Corporation in accordance with FASA 142), or unusual or infrequent items as such terms are defined pursuant to generally accepted accounting principles, (iii) any charge related to grants or exercises of options pursuant to the Independent Contractor Agreement.
Formula Period Profits means the earnings (including earnings assigned by the Shareholders to and properly recognized under GAAP by the New PC or the Surviving Corporation with respect to earnings of the Shareholders from sources other than earnings generated by or otherwise derived from the business of the New PC or the Surviving Corporation) before deductions for interest, taxes, depreciation and amortization (“EBITDA”) of the New PC and the Surviving Corporation determined as if the two entities were a consolidated group not consolidated with any other entity, as such EBITDA is calculated by PainCare’s independent certified public accountants for the applicable Formula Period where possible, and as such EBITDA is calculated by PainCare for quarterly and less than quarterly periods for such Formula Period, in each case utilizing GAAP in accordance with EITF No. 97-2 (which shall not include as a cost or expense the Base Management Fee and the Bonus Management Fee as those terms are defined in the Management Services Agreement but will include all other expenses of the Subsidiary and the Company [except as provided below] including, without limitation, the Operations Fee as defined in the Management Services Agreement). Notwithstanding the foregoing, the calculation of the Formula Period Profits shall not include any (a) income of the New PC or the Surviving Corporation related to income derived from Ancillary Service Revenues (as defined in Section 4.4(f)(i) above), or (b) costs or expenses related to: (i) the corporate overhead of PainCare or other administrative or similar charges that PainCare might impose upon the New PC and the Surviving Corporation, except those charges for services provided directly to and for the benefit of the New PC and the Surviving Corporation; (ii) any non-recurring charges, losses, profits, gains, or non-cash adjustments not related to the ongoing operations of the New PC and the Surviving Corporation, including but not limited to discontinued operations, extraordinary items, acquisition costs and goodwill charges incurred in connection with the transactions contemplated hereby (excluding the write-off of any goodwill which originates from the payment of the Merger Consideration in accordance with FASA 142), or (iii) direct expenses incurred by the New PC and the Surviving Corporation with respect to Ancillary Services.
Formula Period Profits means the Surviving Corporation’s earnings before deductions for interest, taxes, depreciation and amortization (“EBITDA”) as calculated utilizing GAAP by PainCare’s independent certified public accountants for the applicable Formula Period where possible, and as calculated by PainCare for quarterly and less than quarterly periods for such Formula Period. Notwithstanding the foregoing, the calculation of the Formula Period Profits shall not include any costs or expenses related to: (i) the corporate overhead of PainCare or other administrative or similar charges that PainCare might impose upon the Surviving Corporation, except those charges for services provided directly to and for the benefit of the Surviving Corporation; (ii) any non-recurring charges, losses, profits, gains, or non-cash adjustments not related to the ongoing operations of the Surviving Corporation’s business, including but not limited to discontinued operations, extraordinary items, acquisition costs and goodwill charges incurred in connection with the transactions contemplated hereby (excluding the write-off of any goodwill with respect to the Surviving Corporation in accordance with FASA 142), or unusual or infrequent items as such terms are defined pursuant to generally accepted accounting principles, or (iii) any charge related to grants or exercises of options of employees of the Surviving Corporation. The Formula Period Profits shall specifically include without limitation revenues and expenses associated with PainCare’s MedX Rehabilitation Program which may be implemented by the Surviving Corporation subsequent to the Closing unless the Parties otherwise mutually agree in writing.
Examples of Formula Period Profits in a sentence
The “Installment Payment Premium” shall equal the product of (A) the Formula Period Profits for the Formula Period in which the Installment Payment Premium is calculated less the Earnings Threshold, multiplied by (B) seventy-five percent (75%).
The “Installment Payment Premium” shall equal the product of (A) the Formula Period Profits for the Formula Period in which the Installment Payment Premium is calculated less the Earnings Threshold, multiplied by (B) Seventy-five percent (75%).
The “Installment Payment Discount” shall equal (i) the Formula Period Profits (as defined in Subsection (f) below) for such Formula Period divided by the Earnings Threshold; multiplied by (ii) ninety percent (90%).
If the Shareholder fails to deliver notice of acceptance or objection to the Formula Period Profits Statement or the calculation of the Fair Market Value of the PainCare Shares, or both, within such thirty (30) business day period, the Shareholder shall be deemed to have accepted the Formula Period Profits Statement, the calculation and the Installment Payment.
OF CASH IN LIEU OF BOND Concurrently with the execution of this Agreement, Fish▇▇ ▇▇▇ ETCO shall execute a stipulation or other suitable document enabling the Orange County Superior Court to release to MTI the cash deposited by MTI in lieu of bond for the preliminary injunction.
Five (5) days after delivery of the Formula Period Profits Statement, the Shareholder shall in a written notice to PainCare either accept or describe in reasonable detail any proposed adjustments to the Formula Period Profits Statement and the reasons therefore, and shall include pertinent calculations.
Within sixty (60) days after the end of each Formula Period, PainCare or its Affiliate shall prepare and deliver to the Shareholder a financial statement presenting the Formula Period Profits for the Surviving Corporation for the applicable Formula Period (the “Formula Period Profits Statement”).
The "Installment Payment Discount" shall equal (i) the Formula Period Profits (as defined in Subsection (f) below) for such Formula Period divided by the Earnings Threshold; multiplied by (ii) ninety percent (90%).
If the Shareholder fails to deliver notice of acceptance or objection to the Formula Period Profits Statement or the calculation of the Fair Market Value of the PainCare Shares, or both, within such ten (10) business day period, the Shareholder shall be deemed to have accepted the Formula Period Profits Statement, the calculation and the Installment Payment.
There shall be no Installment Payment for the Formula Period if such Formula Period Profits are less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000).
More Definitions of Formula Period Profits
Formula Period Profits means the earnings before deductions for interest, taxes, depreciation and amortization (“EBITDA”) of the Provider Network and the Subsidiary determined as if the two entities were a consolidated group not consolidated with any other entity, as such EBITDA is calculated by PainCare’s independent certified public accountants for the applicable Formula Period where possible, and as such EBITDA is calculated by PainCare for quarterly and less than quarterly periods for such Formula Period, in each case utilizing GAAP in accordance with EITF No. 97-2 (which shall not include as a cost or expense the Base Management Fee and the Bonus Management Fee as those terms are defined in the Management Services Agreement and shall also not include those items identified in the immediately following sentence but will include all other expenses of the Subsidiary and the Company including, without limitation, the Operations Fee as defined in the Management Services Agreement and any salary or bonus compensation paid to Shareholders pursuant to their respective employment agreements with Provider Network). Notwithstanding the foregoing, the calculation of the Formula Period Profits shall not include any (a) income of the Provider Network or the Subsidiary related to income derived from Ancillary Service Revenues (as defined in Section 3.4(f)(i) above), or (b) costs or expenses related to: (i) the corporate overhead of PainCare or other administrative or similar charges that PainCare might impose upon the Provider Network and the Subsidiary, except those charges for services provided directly to and for the benefit of the Provider Network and the Subsidiary; (ii) any non-recurring charges, losses, profits, gains, or non-cash adjustments not related to the ongoing operations of the Provider Network and the Subsidiary, including but not limited to discontinued operations, extraordinary items, acquisition costs and goodwill charges incurred in connection with the transactions contemplated hereby (excluding the write-off of any goodwill which originates from the payment of the Purchase Price Consideration in accordance with FASA 142), or (iii) direct expenses incurred by the Provider Network and the Subsidiary with respect to Ancillary Services.
Formula Period Profits means the consolidated earnings before deductions for interest, taxes, depreciation and amortization (“EBITDA”) of the Subsidiary and the Company as calculated utilizing GAAP in accordance with EITF No. 97-2 (which shall not include as a cost or expense the Base Management and the Bonus Management Fee as those terms are defined in the Management Agreement but will include all other expenses of the Subsidiary and the Company (except as provided below) including, without limitation, the Operations Fee as defined in the Management Agreement) by PainCare’s independent certified public accountants for the applicable Formula Period where possible, and as calculated by PainCare for quarterly and less than quarterly periods for such Formula Period. Notwithstanding the foregoing, the calculation of the Formula Period Profits shall not include any (a) income of the Company related to: (i) the payment of the Purchase Price Consideration, or (ii) income derived from Ancillary Services Revenues (as defined in Section 3.4(f)(v) below), or (b) costs or expenses related to: (i) the corporate overhead of PainCare or other administrative or similar charges that PainCare might impose upon the Subsidiary, except those charges for services provided directly to and for the benefit of the Subsidiary and the Company, as the case may be, which will be disclosed in the Company’s interim financial statements; (ii) any non-recurring charges, losses, profits, gains, or non-cash adjustments not related to the ongoing operations of the Subsidiary or the Company, as the case may be, including but not limited to discontinued operations, extraordinary items, acquisition costs and goodwill charges incurred in connection with the transactions contemplated hereby (excluding the write-off of any goodwill with respect to the Purchased Assets in accordance with FASA 142), or unusual or infrequent items as such terms are defined pursuant to generally accepted accounting principles, (iii) direct and indirect expenses incurred by the Company with respect to Ancillary Services, or (iv) the cost and expense incurred by the Company with respect to the Required Bonus as defined in Section 5.2 of those certain Employment Agreements by and between the Company and each Member of even date herewith.
Formula Period Profits has the meaning set forth in Section 4.4. 0.53
Formula Period Profits means the consolidated net earnings of the Surviving Corporation and PC before deductions for interest, taxes, depreciation and amortization (“EBITDA”) as calculated utilizing GAAP by PainCare’s independent certified public accountants for the applicable Formula Period where possible, and as calculated by PainCare for quarterly and less than quarterly periods for such Formula Period minus $420,000 until such time as the cumulative Formula Period Profits exceeds $420,000 at which point no further reduction shall be required. Notwithstanding the foregoing, the calculation of the Formula Period Profits shall not include any costs or expenses related to: (i) the corporate overhead of PainCare or other administrative or similar charges that PainCare might impose upon the Subsidiary or the PC, except those charges for services provided directly to and for the benefit of the Subsidiary or the PC; (ii) any non-recurring charges, losses, profits, gains, or non-cash adjustments not related to the ongoing operations of the Subsidiary’s business, including but not limited to discontinued operations, extraordinary items, acquisition costs and goodwill charges incurred in connection with the transactions contemplated hereby (excluding the write-off of any goodwill with respect to the Surviving Corporation in accordance with FASA 142), or unusual or infrequent items as such terms are defined pursuant to generally accepted accounting principles, (iii) any charge related to grants or exercises of options pursuant to employment or independent contractor agreements.
Formula Period Profits means the Surviving Corporation’s earnings before deductions for interest, taxes, depreciation and amortization (“EBITDA”) as calculated utilizing GAAP by PainCare’s independent certified public accountants for the applicable Formula Period, and as calculated by PainCare for quarterly and less than quarterly data for such Formula Period. Notwithstanding the foregoing, the calculation of the Formula Period Profits shall not include any costs or expenses related to: (i) the corporate overhead of PainCare or its Affiliates or other administrative or similar charges that PainCare or its Affiliates might impose upon the Surviving Corporation, except those charges for services provided directly to and for the benefit, or as required, of the Surviving Corporation; and (ii) any non-recurring charges, losses, profits, gains, or non-cash adjustments not related to the ongoing operations of the Surviving Corporation’s business, including but not limited to discontinued operations, extraordinary items, acquisition costs and goodwill charges incurred in connection with the transactions contemplated hereby (excluding the write-off of any goodwill with respect to the Surviving Corporation in accordance with FASB 142), or unusual or infrequent items as such terms are defined pursuant to generally accepted accounting principles, or (iii) any charge related to grants or exercises of options of employees of the Surviving Corporation.
Formula Period Profits means the Surviving Corporation’s earnings before deductions for interest, taxes, depreciation and amortization (“EBITDA”) as calculated utilizing GAAP by PainCare’s independent certified public accountants for the applicable Formula Period where possible, and as calculated by PainCare for quarterly and less than quarterly data for such Formula Period. Notwithstanding the foregoing, the calculation of the Formula Period Profits shall not include any costs or expenses related to: (i) the corporate overhead of PainCare or other administrative or similar charges that PainCare might impose upon the Subsidiary, except those reasonable charges for services provided directly to and for the benefit of the Subsidiary (ii) salaries of ▇▇▇▇▇▇▇ ▇▇▇▇▇’▇ replacement, if ▇▇▇▇▇▇▇ ▇▇▇▇▇’▇ employment contract is terminated for reasons other than “For Cause” (as that term is defined in ▇▇. ▇▇▇▇▇’▇ employment agreement with the Surviving Corporation of even date herewith); (ii) any non-recurring charges, losses, profits, gains, or non-cash adjustments not related to the ongoing operations of the Subsidiary’s business, including but not limited to discontinued operations, extraordinary items, acquisition costs and goodwill charges incurred in connection with the transactions contemplated hereby (excluding the write-off of any goodwill with respect to the Surviving Corporation in accordance with FASA 142), or unusual or infrequent items as such terms are defined pursuant to generally accepted accounting principles, (iii) any charge related to grants or exercises of options, or (iv) costs or expenses of the Surviving Corporation’s employee benefits which exceed the costs or expenses of those same or similar benefits currently being provided to the Company’s employees.