ex Charge definition

ex Charge shall be an annual charge equal to 25% of the total accumulated capital expenditures by GD Sub at the Dental Practices after the Closing Date which in any 12-month period exceeds 2% of the combined net revenue of the Dental Practices for such period. The "Admin Charge" shall equal a pro rata portion of the sum of (a) rent reimbursed by GD Sub to PDS for the Administrative Office, and (b) all unreimbursed costs incurred by GD Sub at the Administrative Office, including but not limited to employee compensation and benefits, based on the ratio of the combined net revenue of the Dental Practices to the combined net revenue of all dental practices managed by GD Sub from the Administrative Office for the relevant period. Eighty percent of the first payment of Earnout Consideration shall be paid by check. The "Orange EBITDA", the "Orange Cash Consideration Amount" and the "Orange Earnout Consideration" shall have the meanings ascribed to the terms "EBITDA", "Cash Consideration Amount" and "Earnout Consideration", respectively, in the Asset Purchase Agreement dated June 30, 1998 by and among GDSC, GD Sub, Orange Dental Services and the partners of Orange Dental Services. The remaining 20% of the first payment of Earnout Consideration shall be paid in shares of GDSC Common Stock. To determine the number of shares of GDSC Common Stock to be issued as part of the first payment of Earnout Consideration, a share of GDSC Common Stock shall be valued at the average of the closing prices of GDSC Common Stock reported by NASDAQ for the five trading days prior to the 60th day after the end of the first 12 months of the Earnout Period. All of the second and third payments of Earnout Consideration shall be paid by check. The calculation and payment of each payment of Earnout Consideration shall be completed within 90 days of the completion of the applicable 12-month portion of the Earnout Period.
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ex Charge shall be an annual charge equal to 25% of the total accumulated capital expenditures by GD Sub at the Dental Practice after the Closing Date which in any 12-month period exceeds 2% of the net revenue of the Dental Practice for such period. The "Admin Charge" shall equal a pro rata portion of the sum of (a) rent reimbursed by GD Sub to PDS for the administrative office acquired by GD Sub from PDS (the "Administrative Office"), and (b) all unreimbursed costs incurred by GD Sub at the Administrative Office, including but not limited to employee compensation and benefits, based on the ratio of the net revenue of the Dental Practice to the combined net revenue of all dental practices managed by GD Sub from the Administrative Office for the relevant period. All payments of Earnout Consideration shall be paid by check. The calculation and payment of each payment of Earnout Consideration shall be completed within 90 days of the completion of the applicable 12-month portion of the Earnout Period.
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ex Charge shall be an annual charge equal to 25% of the total accumulated capital expenditures by GD Sub at the Dental Practice after the Closing Date which in any 12-month period exceeds 2% of the net revenue of the Dental Practice for such period. The "Admin Charge" shall equal a pro rata portion of the sum of (a) rent reimbursed by GD Sub to Pacific Dental Services, Inc. ("PDS") for the administrative office acquired by GD Sub from PDS (the "Administrative Office"), and (b) all unreimbursed costs incurred by GD Sub at the Administrative Office, including but not limited to employee compensation and benefits, based on the ratio of the net revenue of the Dental Practice to the combined net revenue of all dental practices managed by GD Sub from the Administrative Office for the relevant period. Eighty percent of the first payment of Earnout Consideration shall be paid by check. The remaining 20% of the first payment of Earnout Consideration shall be paid in shares of GDSC Common Stock. To determine the number of shares of GDSC Common Stock to be issued as part of the first payment of Earnout Consideration, a share of GDSC Common Stock shall be valued at the average of the closing prices of GDSC Common Stock reported by NASDAQ for the five trading days prior to the 60th day after the end of the first 12 months of the Earnout Period. All of the second payment of Earnout Consideration shall be paid by check. The calculation and payment of each payment of Earnout Consideration shall be completed within 90 days of the completion of the applicable 12-month portion of the Earnout Period.
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Related to ex Charge

  • Room charge means the charge imposed for the use or occupancy of a room, excluding charges for food, beverages, state use tax, telephone service, or like services paid in connection with the room charge, and reimbursement of the assessment as allowed in section 6.

  • Daily Charge means any of the User's Daily General Charge and, in respect of Passenger Operators, the Daily Long Term Charge, as the context requires;

  • Service Charge means the amount charged for making a service available on line and is in addition to the actual fee for a service itself. For example, one who renews a license on line will pay the license renewal fee and a service charge.

  • Monthly Charge shall have the meaning set forth in Article 5.

  • Facility Charge means one percent (1%) of the Maximum Term Loan Amount.