Contingent Adjustment Sample Clauses

Contingent Adjustment. In the event that the aggregate EBITDA for the Contingent Period is less than the Trigger Amount, the principal amount of the Long-term Note (or the Stock Portion, in the case of a downward adjustment that exceeds the principal balance of the Long-term Note) shall be adjusted downward by three dollars ($3.00) for each dollar of such deficiency.

Contingent Adjustment. The principal amount of the Contingent Note shall be adjusted as follows: (i) in the event that the aggregate Gross Profit (as defined below) for the Contingent Period (as defined below) equals or exceeds the Bonus Threshold (as defined below), the principal amount of the Contingent Note shall be adjusted upward by an amount equal to 50% of such excess; or (ii) in the event that the aggregate Gross Profit for the Contingent Period is less than the Trigger Amount (as defined below), the principal balance of the Contingent Note shall be adjusted downward by an amount equal to such deficiency. During the Contingent Period, Selling Member shall in the exercise of good business judgment have decision-making power over any decisions with respect to Gross Profit, including choice of and dealings with customers, prospective clients, vendors, suppliers and other business associates, and products and services sold or rendered by the Printer Business, subject to the reasonable oversight of the Board of Directors of ATS (the "ATS Board") and any applicable provisions of the Management Agreement (as defined in Section 11(f)), and as more fully described in the Management Agreement; provided, however, Selling Member agrees to use vendors and suppliers recommended by ATS so long as they are not inferior in pricing or quality. As used in this Agreement, the following terms shall have the following meanings:

Contingent Adjustment. Adjusted EBITDA shall be calculated on a quarterly basis and the principal amount of the Contingent Note shall be adjusted as follows: (i) in the event that the aggregate Adjusted EBITDA for any calendar quarter during any Contingent Period is less than the Quarterly Target Amount, the principal amount of the Contingent Note shall be adjusted downward; and (ii) in the event that the aggregate Adjusted EBITDA for any calendar quarter during any Contingent Period is more than the Quarterly Target Amount, the principal amount of the Contingent Note shall be adjusted upward, in each case, in accordance with the sample calculations attached hereto as Schedule 3.3(b)(1) attached hereto. As a result of the contingent adjustments described herein, at the end of the full Contingent Period, the principal amount of the Contingent Note shall be equal to the Adjusted EBITDA for the full Contingent Period multiplied by forty percent (40%).

Contingent Adjustment. Subject to Section 7 hereof, the principal amount of this Note shall be adjusted pursuant to Section 7.4 of the Purchase Agreement. Following the determination of EBITDA for the Contingent Period, the principal amount of this Note shall be adjusted upward or downward, as the case may be.

Contingent Adjustment. The Merger Consideration shall be further adjusted, if necessary, to reflect the Company's recast earnings before interest, taxes and any transaction costs incurred by the Company in connection with this Agreement (including all legal, accounting and employee bonus expenses of the Company, but excluding any normal accruals for such expenses which were not incurred or accrued in connection with this Agreement) ("REBIT") for its fiscal year ended October 31, 1998. (i) The Company shall prepare and deliver to the Stockholders an audited statement of earnings of the Company (as succeeded by the Surviving Corporation) in accordance with generally accepted accounting principles applied on a consistent basis for the fiscal year ended October 31, 1998 (the "FY98 EARNINGS STATEMENT") within ninety (90) days after the end thereof. Upon receipt, the Stockholders shall have thirty (30) days to either approve or object to the FY98 Earnings Statement. The date of the Stockholders' approval or, in the event of any objections, the date all objections are resolved pursuant to Section 1.6(d), shall be the "SECOND ADJUSTMENT DATE." (ii) Additional consideration (the "SECOND ADJUSTMENT CONSIDERATION") shall be distributed in an amount equal to (1) six times REBIT, minus (2) $20 million, minus (3) all indebtedness reflected on the Closing Balance Sheet (after any adjustments for Purchased Real Estate pursuant to Section 1.7); PROVIDED, THAT the Second Adjustment Consideration shall in no event be less than zero or more than $2 million. (iii) REBIT shall be determined from the FY98 Earnings Statement and shall equal (1) earnings before interest and taxes calculated in accordance with generally accepted accounting principles applied on a consistent basis, plus (2) the transaction costs described in the first sentence of Section 1.6(c), plus (3) the owner-related compensation adjustment described in EXHIBIT C attached hereto.