Minimum Adjusted EBITDA As of any date of determination from and after April 1, 2008, if Borrowers do not have Net Debt in an amount less than $4,000,000 at all times during the most recently completed fiscal quarter, then Borrowers shall not fail to achieve Adjusted EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto (and the failure to do so shall be deemed an Event of Default): Applicable Amount Applicable Period $(1,234,000) For the 3 month period ending March 31, 2008 $(1,246,000) For the 6 month period ending June 30, 2008 $(200,000) For the 9 month period ending September 30, 2008 $(839,000) For the 12 month period ending December 31, 2008 $(750,000) For the 12 month period ending March 31, 2009 17 Applicable Amount Applicable Period $(500,000) For the 12 month period ending June 30, 2009 $(150,000) For the 12 month period ending September 30, 2009 $150,000 For the 12 month period ending December 31, 2009 $350,000 For the 12 month period ending March 31, 2010 $550,000 For the 12 month period ending June 30, 2010 $750,000 For the 12 month period ending September 30, 2010 $950,000 For the 12 month period ending December 31, 2010 and for each 12 month period ending as of the last day of each fiscal quarter thereafter
Rounding of Calculations; Minimum Adjustments All calculations under this Section 13 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest one- hundredth (1/100th) of a share, as the case may be. Any provision of this Section 13 to the contrary notwithstanding, no adjustment in the Exercise Price or the number of Shares into which this Warrant is exercisable shall be made if the amount of such adjustment would be less than $0.01 or one-tenth (1/10th) of a share of Common Stock, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a share of Common Stock, or more.
Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;
Proposed Annual Caps The Directors anticipate that the aggregate annual fee payable by the JV Company to Xxxx Xxx under the Renewed Sole Distributorship Agreement shall not exceed HK$12 million, HK$15 million and HK$18 million for the years ending 31 December 2019, 31 December 2020 and 31 December 2021, respectively. These annual caps have been estimated by the Directors (i) by reference to the Group’s estimated demand for supply of Products for each of the years ending 31 December 2019, 31 December 2020 and 31 December 2021, respectively, which were arrived at with reference to the annual amounts under the cooperation in the distribution of the Products in the Territories under the Sole Distributorship Agreement in each of the past three years; (ii) by reference to expected expansion on variety of Products; and (iii) on the assumption that the sourcing costs for the Products will increase at an annual inflation rate of 4%. Historical amounts For the years ended 31 December 2016, 31 December 2017 and 31 December 2018, the aggregate amounts under the cooperation in the distribution of the Products in the Territories under the Sole Distributorship Agreement are set out below: For the year ended 31 December 2016 2017 2018 HK$’000 HK$’000 HK$’000 Reasons for and benefits of entering into the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement The Group is principally engaged in the business of trading of grocery food products, trading of consumables and agricultural products, property investment, provision of money lending services, one- stop value chain services and provision of financial services. The Directors are of the view that entering into the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement could provide stable revenue to the grocery food business of the Group. The Directors are also of the view that the provision of the Products could create synergy effect and opportunities with the existing business of the Group and to further expand and develop its scope of business. In addition, due to the steady supply and sales of the Products in the past 3 years, transactions under the Trademark Licence Agreement and the Sole Distributorship Agreement contributed approximately 10% and approximately 13% to the revenue of the Group for each of the years ended 31 December 2016 and 31 December 2017, respectively. The Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement were entered into on normal commercial terms, and that the terms of the Renewed Trademark Licence Agreement, the Renewed Sole Distributorship Agreement and the annual caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. None of the Directors have any material interest in the transactions contemplated under the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement. Shareholding Structure of the JV Company Set out below is the shareholding structure of the JV Company as at the date of this announcement, which also illustrates the relationship between the JV Company and Xxxx Xxx arising from the Renewed Trademark Licence Agreement and the Renewed Sole Distributorship Agreement: The Company 100% 51% Maxford Wealth The JV Company Xx. Xxxx Xx. Xxx spouse 49% Renewed Sole Distributorship Agreement 90% Xxxx Xxx Renewed Trademark Licence Agreement Information on Xxxx Xxx Xxxx Xxx is a company incorporated in Hong Kong with limited liability. It is engaged in the business of, inter alia, manufacture, production and distribution and sale of various products including but not limited to the Products. GEM Listing Rules Implications As at the date of this announcement, the equity of the JV Company is held as to 51% by Xxxxxxx Xxxxxx and 49% by Xx. Xxx, Xxxx Xxx by virtue of being a 30%-controlled company held by Xx. Xxxx (the spouse of Xx. Xxx) is therefore a connected person of the Company at subsidiary level under Rule 20.06(9) of the GEM Listing Rules. The transactions contemplated under the Renewed Trademark Licence Agreement and the sale and distribution of Products contemplated under the Renewed Sole Distributorship Agreement constitute continuing connected transactions of the Company. As (i) the transactions contemplated under the Renewed Trademark Licence Agreement are conducted on better than normal commercial terms; and (ii) all the percentage ratios are less than 0.1%, the Renewed Trademark Licence Agreement and the transactions contemplated thereunder are fully exempt in accordance with Rule 20.74(1) of the GEM Listing Rules. As (i) the Renewed Sole Distributorship Agreement and the transactions contemplated thereunder constitute connected transactions between the Company and a connected person at the subsidiary level of the Company on normal commercial terms; (ii) the Board has approved the Renewed Sole Distributorship Agreement and the transactions contemplated thereunder; and (iii) the independent non- executive Directors have confirmed that the terms of the Renewed Sole Distributorship Agreement and the transactions contemplated thereunder are fair and reasonable, the Renewed Sole Distributorship Agreement and the transactions contemplated thereunder are on normal commercial terms and in the interests of the Company and the Shareholders as a whole, the Renewed Sole Distributorship Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and annual review requirements but exempt from the circular, independent financial advice and shareholders’ approval requirements in accordance with Rule 20.99 of the GEM Listing Rules.
Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Company to Lenders pursuant to clauses (ii), (iii) and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in subsection 6.1(v)). Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize GAAP as in effect on the date of determination, applied in a manner consistent with that used in preparing the financial statements referred to in subsection 5.3. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Company, Administrative Agent or Requisite Lenders shall so request, Administrative Agent, Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and Company shall provide to Administrative Agent and Lenders reconciliation statements provided for in subsection 6.1(v).
JOC - PRICING OF After Hours Coefficient What is your after hours coefficient for the RS Means Price Book for work performed after normal working hours? (FAILURE TO RESPOND PROHIBITS PART 2 JOC EVALUATION) Remember that this is a ceiling price proposed. You can discount to any TIPS Member customer a lower coefficient than your proposed contract coefficient, but not higher. This is one of three pricing questions that are required for consideration for award on this solicitation. Please consider your answer carefully. An explanation of the TIPS scoring of pricing titled "Pricing Coefficient Instruction" is included in the attachments for your information. The below is an EXAMPLE of how the pricing model works (It is not intended to influence your proposed coefficient, you should propose a coefficient that you determine is reasonable for your business for the life of the contract): The most common after hours coefficient is time and a half of the RS Means Unit Price Book prices. To illustrate this coefficient, if your regular hours coefficient is .95, your after hours coefficient would be 1.45.
Financial Covenant Calculations The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 5.9 and for purposes of determining the Applicable Percentage, (i) after consummation of any Permitted Acquisition, (A) income statement items and other balance sheet items (whether positive or negative) attributable to the Target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative Agent and (B) Indebtedness of a Target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (ii) after any asset disposition permitted by Section 6.4, (A) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative Agent and (B) Indebtedness that is repaid with the proceeds of such asset disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.
Minimum Shipping Requirements for TIPS Sales Vendor shall ship, deliver, or provide ordered goods and services within a commercially reasonable time after acceptance of the order. If a delay in delivery is anticipated, Vendor shall notify the TIPS Member as to why delivery is delayed and provide an updated estimated time for completion. The TIPS Member may cancel the order if the delay is not commercially acceptable or not consistent with the Supplemental Agreement applicable to the order.
Pricing Policy All of our prices are subject to change. Prices and price guarantees exclude taxes and fees, however designated, including, but not limited to applicable regulatory, PEG and franchise fees, and regulatory recovery fees, cost recovery charges, Subscriber Line Charges, Line Access charges and/or Network Line Fees, carrier access fees and/or other access fees, surcharges, excises, program related fees (such as universal service, telecom relay services for the visually/hearing impaired, rights-of-way access, and programs supporting the 911/E911 system), additional equipment, installation, service call and repair charges, late fees and usage-based and separately billed charges (collectively, the “Separate Fees and Charges”). The applicable Subscriber Line Charge, Network Line Fee and Carrier Service Fee for phone customers will apply and vary depending upon your service location and the phone services to which you subscribe. The Subscriber Line Charge, Network Line Fee and Carrier Service Fee are not government mandated taxes or fees, and are subject to change. Customers who participate in a promotional offer with a discount on monthly service fees will revert back to the standard monthly fee for the service at the end of the promotional period, unless the customer’s service is earlier terminated for any reason. Any promotional, discounted or guaranteed price for service applies only to the price of the particular service or services identified, and excludes the Separate Fees and Charges. Not all of the Separate Fees and Charges apply to all services, or in all service locations. Any applicable money-back guarantee given at the time Customer subscribes to the WOW! service is available only to first- time subscribers for refund of the first regular monthly payment made by Customer for the WOW! service (excluding taxes and other fees, equipment charges, optional service charges, WOW! OnDemand, pay- per-view, and long-distance and other usage based charges). Subject to applicable law, to be eligible for a money-back guarantee refund, Customers must: (i) timely pay for all services, taxes and fees, comply with applicable service agreement(s) and have returned all equipment; and (ii) disconnect and request a refund at the same time within thirty (30) days of service activation. The refund will not apply if service is reestablished by Customer within 180 days of disconnection. WOW!’s money-back guarantee policies are subject to change. Customers who have agreed to a minimum term arrangement (such as a Minimum Term Plan) are subject to additional terms, including early termination fees.
Average Log Length and Payment Reduction If the average log length for all logs delivered under this contract is less than the average log length specified in the table in clause G-024.2, The amount of allowable payment reduction shall be calculated by multiplying the payment rate in P-028.2 by the total volume delivered, and the difference between the average length of logs delivered and the average log length specified in G-024.2, times 1% as follows: Log Length Payment Reduction = (B x V x L) x (.01) 1/10th) Where: B = Bid rate from P-028.2 clause V = total delivered log Volume L = Length in feet below specified average (rounded to nearest Average log length payment reductions calculated by the Purchaser must be approved by the State, prior to payment for the final billing period. Third-party scaling organization information is required to determine Xxxxxxxx mbf and Average log length for payment reduction purposes. Average log length is determined on a piece count basis. Value of log length price reduction will be derived from the applicable sort value as described in this contract. Scale information for determining Average log length for payment reduction eligibility must be obtained from roll-out scale. Truck-ramp, sample scaling, and/or bundle scaling information is not acceptable for determining eligibility. Purchaser’s exclusive remedy for below average log lengths shall be the payment reduction described in this clause, notwithstanding other provisions in the Uniform Commercial Code.
