Enterprise Value. For purposes of this Agreement and the CSEs awarded hereunder, “Enterprise Value” shall mean the amount determined by multiplying (i) the Company’s EBITDA for the relevant Fiscal Year (as specified in the definition of the CSE Value) by (ii) 10.8; provided, however, that such amount shall be reduced by an amount reflecting all outstanding Indebtedness of the Company and its Subsidiaries as of the last day of the relevant Fiscal Year, and increased by (1) cash and cash equivalents of the Company and its Subsidiaries as of the last day of the relevant Fiscal Year and (2) the cumulative interest, dividends and fees paid on or in respect of the Alexandria Holdings Corp. Redeemable Cumulative Preferred Stock, 7.5% Convertible Bonds and 7.5% Bonds with Warrants, as issued on August 23, 2011 pursuant to those certain Securities and Note Purchase Agreements in connection with the acquisition of the Company and its Subsidiaries, or thereafter and any other interest, dividends, distributions or fees paid to the Alexandria Holdings Corp. stockholders over the period beginning on March 31, 2011 and ending on the last day of the relevant Fiscal Year.”
Enterprise Value. Enterprise Value (in billions) ---------------------------------------------------------------------------------------------------------------------- % Earned $1.20 $1.30 $1.40 $1.50 $1.60 $1.70 $1.80 $1.90 $2.00 $2.10 $2.20 $2.30 $2.40 $2.50 ---------------------------------------------------------------------------------------------------------------------- % of $1.875M Pool (25% of $7.5M) 0% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 110% 120% ---------------------------------------------------------------------------------------------------------------------- UNSECURED CREDITOR RECOVERY Unsecured Creditor Recovery (%) ---------------------------------------------------------------------------------------------------------------------- % Earned 30% 35% 40% 45% 50% 55% 60% 65% 70% 75% 80% 85% 90% 95% 100% ---------------------------------------------------------------------------------------------------------------------- % of $3.75 M UCR Pool (50% of $7.5M) 0% 0% 0% 0% 20% 30% 40% 50% 60% 70% 80% 95% 110% 125% 150% ---------------------------------------------------------------------------------------------------------------------- The percentage of the bonus pool attributable to the EBITDA, enterprise value or unsecured creditor recovery metric, as applicable, when performance falls between data points in the tables above, shall be determined by using straight line interpolation.
Enterprise Value. The pre-money enterprise value of the Company as determined by the Representatives of the Several Underwriters named in the Underwriting Agreement equals or exceeds $500 million.
Enterprise Value. Borrower’s enterprise valuation (the “Enterprise Valuation”) set forth on Exhibit A is true and accurate in all respects.
Enterprise Value. Enterprise Value (in billions) ------------------------------ ------------------------------------------------------------------------------------------------------------------------ % Earned $1.20 $1.30 $1.40 $1.50 $1.60 $1.70 $1.80 $1.90 $2.00 $2.10 $2.20 $2.30 $2.40 $2.50 ------------------------------------------------------------------------------------------------------------------------ % of $1.875M Pool (25% of $7.5M) 0% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 110% 120% ------------------------------------------------------------------------------------------------------------------------ UNSECURED CREDITOR RECOVERY --------------------------- Unsecured Creditor Recovery (%) ------------------------------- ------------------------------------------------------------------------------------------------------------------------ % Earned 30% 35% 40% 45% 50% 55% 60% 65% 70% 75% 80% 85% 90% 95% 100% ------------------------------------------------------------------------------------------------------------------------ % of $3.75 M UCR Pool (50% of $7.5M) 0% 0% 0% 0% 20% 30% 40% 50% 60% 70% 80% 95% 110% 125% 150% ------------------------------------------------------------------------------------------------------------------------ The percentage of the bonus pool attributable to the EBITDA, enterprise value or unsecured creditor recovery metric, as applicable, when performance falls between data points in the tables above, shall be determined by using straight line interpolation. Payments Under Program ---------------------- The bonus pool shall be distributed as soon as practicable after the six-month anniversary of the Emergence Date. Each participant who is employed by the Company as of the six-month anniversary of the Emergence Date, or who was employed by the Company as of the Emergence Date and prior to the six-month anniversary thereof shall have been terminated without Cause (as defined in his employment agreement), shall have resigned for Good Reason (as defined in his employment agreement), or shall have died or been terminated for Disability (as defined in his employment agreement), shall receive a cash payment, net of withholding taxes, equal to his allocable share of the bonus pool. The Board of Directors, in its discretion, may make such payment to a participant who is still employed by the Company as of the six-month anniversary of the Emergence Date, by delivering to the participant common stock of the Company with a fair market value...
Enterprise Value. 7 4.8 Material Adverse Effect................................................................... 7 4.9
Enterprise Value. The aggregate consideration to be paid at Closing for the China Subsidiary Acquisition and the U.S. Share Acquisition will be an amount equal to $172,000,000 (the “Enterprise Value”), subject to adjustment in accordance with Section 2.4 and Section 9.9. Such amount will be paid by wire transfer of immediately available federal funds to the accounts and in the amounts specified by the Sellers’ Representative to the Buyer not fewer than two (2) Business Days prior to the Closing (and the parties hereby acknowledge and agree that the Buyer will be entitled to rely on such specified instructions and allocations and, upon transfer of such funds pursuant to the instructions provided by the Sellers’ Representative, except for any adjustments in accordance with Section 2.7, the Buyer will have no further Liability for the payment of any portion of the Enterprise Value), as follows: (a) first, to the holders of the Debt of the Acquired Companies as of the Closing, the aggregate amount necessary to satisfy and extinguish all such Debt; (b) second, to those Persons designated by the Sellers’ Representative, the aggregate amount required to pay and satisfy in full all Transaction Expenses; (c) third, to the Escrow Agent, (i) the Indemnity Escrow Amount (such amount to be placed within a sub-account referred to herein as the “Indemnity Escrow Sub-Account”), (ii) the Adjustment Escrow Amount (such amount to be placed within a sub-account referred to herein as the “Adjustment Escrow Sub-Account”) and (iii) the Carveout Escrow Amount (such amount to be placed within a sub-account referred to herein as 96760364_21
Enterprise Value. Enterprise Value" means the valuation of 100% of the Company's outstanding common and preferred stock (calculated as (i) the price paid for such stock in the case of an acquisition, (ii) as the price to public of common stock plus the liquidation preference of preferred stock in the case of a public offering or (iii) the appraised value determined by the board of directors in good faith in the case of a termination of employment) plus total consolidated debt. "Eligible Event" means (i) termination of employment of Participant, (ii) death or permanent disability of Participant, (iii) termination of the Plan in accordance with Section 12 or (iv) a "Change of Control". "Change of Control" means (i) a sale or transfer to a third party of (i) all or 51% or more of the stock of the Company (including a merger in which the Company is the survivor but in which the Company's stock is converted into the right to receive cash and/or other property), (ii) a sale or transfer to a third party of all or substantially all of the assets of the Company or (iii) an initial public offering of the Company's common stock. By way of illustration, if the Corporation's theater level cash flows equal $100,000 and the Company's consolidated theater level cash flows equal $1,000,000 and the Company is sold for $10,000,000 with debt of $1,000,000, then the Equity Value would be $1,100,000.
Enterprise Value. 12(f) Environmental Laws.........................................................2.25
Enterprise Value. 9 Environment ................................................................................................................................................ 10
