Acquisition Multiple definition
Acquisition Multiple means, subject in all respects to the final sentence of Section 25(b)(i) hereof, (i) in the event the Acquired Business is not a Qualified Competitor, three times the EBITDA of the Acquired Business or (ii) in the event the Acquired Business is a Qualified Competitor, four times the EBITDA of the Acquired Business; provided, however, that if prior to the closing of the acquisition of any Acquired Business under subsections (i) or (ii) of this definition, the Company has not been furnished with financial statements of such Acquired Business that have been audited by a nationally recognized auditing firm, the Acquisition Multiple shall be two and one half (2 1/2) times the EBITDA of the Acquired Business.
Acquisition Multiple means the quotient of (a) the sum of (i) 107,737,558 multiplied by the Closing Share Price, plus (ii) $10,987,018 (imputed for Closing Indebtedness), plus (iii) $2,789,452 (imputed for Pre-Closing Taxes and the 280E Tax Reserve Shortfall), less (iv) $1,000,000 (imputed for Closing Cash), less (v) $2,000,000 (imputed for the Adjusted 280E Reserve), divided by (b) Closing EBITDA. Exhibit A sets forth an illustrative calculation of the Acquisition Multiple based upon assumptions with respect to each of the foregoing values as of the date hereof (the “Acquisition Multiple Worksheet”).
Acquisition Multiple means the quotient of (a) the sum of (i) 245,240,000 multiplied by the Closing Share Price, plus (ii) $20,000,000 (imputed for Assumed Indebtedness plus Closing Indebtedness), less (iii) $3,000,000 (imputed for Closing Cash), less (iv) $2,000,000 (imputed for the Adjusted 280E Reserve), less (v) $13,100,000 (imputed for the Existing Investments), plus (vi) $0 (imputed for Pre-Closing Taxes net of 280E Tax Reserve Shortfall) divided by (b) the sum of (i) Closing EBITDA plus (ii) New Retail EBITDA. Exhibit A sets forth an illustrative calculation of the Acquisition Multiple based upon assumptions with respect to each of the foregoing values as of the date hereof (the “Acquisition Multiple Worksheet”).
Examples of Acquisition Multiple in a sentence
The Termination Formula shall mean, upon an Exercise Event, fifty percent (50%) of the product of Incremental Sales, MULTIPLIED by one hundred thirty percent (130%) of the Acquisition Multiple.
The Termination Formula shall mean, upon an Exercise Event, fifty percent (50%) of the product of Incremental Sales, multiplied by one hundred thirty percent (130%) of the ---------- Acquisition Multiple.
More Definitions of Acquisition Multiple
Acquisition Multiple means the quotient of (a) the sum of (i) 174,002,004 multiplied by the Closing Share Price, plus (ii) $41,443,958 (imputed for Assumed Indebtedness and Closing Indebtedness), plus (iii) $5,000,000 (imputed for Pre-Closing Taxes plus 280E Tax Reserve Shortfall), less (iv) $3,000,000 (imputed for Closing Cash), less (v) $2,000,000 (imputed for the Adjusted 280E Reserve), less (vi) $2,500,000 (imputed for investment in ROI Wellness Center IV, LLC, divided by (b) Closing EBITDA. Exhibit A sets forth an illustrative calculation of the Acquisition Multiple based upon assumptions with respect to each of the foregoing values as of the date hereof (the “Acquisition Multiple Worksheet”).
Acquisition Multiple means the aggregate purchase price paid or potentially payable (which shall include, in the case of any contingent consideration potentially payable in connection with the Acquisition, the maximum amount of such contingent consideration that is potentially payable) with respect to the Acquisition that is consummated during the period beginning after the date hereof and ending ninety (90) days after the Closing Date as contemplated by the definitive agreement relating to the Acquisition (including all cash and other consideration paid or delivered at closing, all deferred consideration paid or potentially payable, all post-closing earn-out consideration paid or potentially payable, all consideration placed into escrow or similar arrangements, and all assumed indebtedness for borrowed money and transaction expenses) divided by the Approved EBITDA.
Acquisition Multiple means, subject in all respects to the final sentence of Section 25(b)(i) hereof, (i) in the event the Acquired Business is not a Qualified Competitor, three times the EBITDA of the Acquired Business or (ii) in the event the Acquired Business is a Qualified Competitor, four times the EBITDA of the Acquired Business; provided, however, that if prior to the closing of the acquisition of any Acquired Business under
Acquisition Multiple means, with respect to any Brokerage -------------------- Acquisition, Total Acquisition Cost for such Brokerage Acquisition divided by Acquired Brokerage Pro Forma LTM EBITDAR.
Acquisition Multiple means, subject in all respects to the final sentence of Section 25(b) hereof, (i) in the event the Acquired Business is not a Qualified Competitor, three times the EBITDA of the Acquired Business, (ii) in the event the Acquired Business is a Qualified Competitor, four times the EBITDA of the Acquired Business or (iii) with respect to the acquisition during the twelve (12) months following the Closing Date of one Acquired Business that is a Qualified Competitor for an aggregate purchase price of less than $5,000,000, 1.5 times the sum of (x) the EBITDA of the Acquired Business for the twelve (12) full months immediately preceding the closing date in respect of the purchase of the Acquired Business plus (y) the aggregate overhead expenses of the Acquired Business for the twelve (12) full months
Acquisition Multiple means, with respect to any Acquisition, the quotient of (i) the purchase price paid in connection with such Acquisition over (ii) the Adjusted EBITDA of the acquired business for the 12-month period ending on the last day of the acquired company's most recently completed fiscal quarter ended prior to the date of the execution of the definitive agreement relating to such Acquisition.