Weighted Net Sales definition

Weighted Net Sales shall have the meaning set forth in the Master Restructuring Agreement.
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Weighted Net Sales means an amount equal to: (a) the sum of (i) the Net Sales for the most recent completed four quarters of the Company multiplied by three, plus (ii) the Net Sales for the four quarters nos. 5, 6, 7 and 8 divided by (b) four (4). The Formula Value shall be determined, by the independent public accountants then serving the Company, in accordance with generally accepted accounting principles applied consistently with the principles previously followed in preparing annual financial statements of the Company. The expense of determining the Formula Value shall be borne by the selling Shareholder (or his or her transferee or legal representative, as the case may be) if the Shareholder is exercising any right under this Agreement to have his Shares purchased and by the Company if the Company is exercising its right or option to purchase Shares pursuant to this Agreement. PAYMENT OF PURCHASE PRICE Payment in Cash or by Installments. Except as otherwise provided in Article 2, the Purchase Price of any Affected Shares purchased by the Company or any Shareholder pursuant to this Agreement shall be payable in installments by delivery of a negotiable promissory note of the purchaser, substantially in the form attached hereto as Exhibit 5.1, payable in forty-eight (48) equal monthly installments of principal and interest, commencing on the date of tender as provided in Section 6.1, and bearing interest from the date of tender at the mid-term applicable federal rate, compounded monthly (determined under Internal Revenue Code Section 1274(d)). Notwithstanding the foregoing, the payment hereunder shall not be less than the amount necessary to pay any payment due under any obligation to the Company arising in connection with the acquisition of such Shares by ▇▇▇▇ from the Company.
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Weighted Net Sales. Weighted Net Sales as defined in the Master Restructuring Agreement.
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Examples of Weighted Net Sales in a sentence

  • KB and KBI-E agree that the Average Combined Weighted Net Sales of Tiered Rate Products and Average Annual Contingent Amounts as determined by such independent accounting firm shall be final and binding on the parties hereto and shall be used in the calculation by such accounting firm of the Assignment Payment as reflected on the Assignment Date Statement.

  • Promptly after the accounting firm's determination of the Average Combined Weighted Net Sales of Tiered Rate Products and Average Annual Contingent Amounts pursuant to the terms of Section 4.2(b)(i) above, such accounting firm shall prepare and deliver to KB and KBI-E an Assignment Date Statement showing its calculation of the Assignment Payment, which Assignment Date Statement shall be final and binding on the parties hereto.

  • Each such forecast shall include (i) a forecast for the calendar quarter in which such forecast is required to be delivered, each of the calendar quarters in the remainder of such Calendar Year and (except in the case of the March forecast) each of the four (4) calendar quarters in the next succeeding Calendar Year and (ii) forecasts of the aggregate Net Sales and the Combined Weighted Net Sales of Tiered Rate Products (as defined in the Master Restructuring Agreement) for each of such calendar quarters.

  • Within one (1) month after KB's delivery of the Trigger Event Notice, KB and KBI-E shall engage a mutually acceptable independent accounting firm to audit the Average Combined Weighted Net Sales of Tiered Rate Products and Aggregate Contingent Amounts for the three (3) periods of twelve (12) consecutive months during the thirty-six (36) full calendar months immediately preceding the Trigger Event for purposes of determining the Average Annual Contingent Amounts.

  • The Partnership shall also provide a good faith estimate of the Effective Rate in Respect of Tiered Rate Products for such year based on an estimate of both the Tiered Rate Products Amount and the Combined Weighted Net Sales of Tiered Rate Products ("Estimated Effective Rate").