PER SHARE EQUITY VALUE

PER SHARE EQUITY VALUE. Means, in respect of any Tranche B or Tranche C Performance Measurement Date, (a) (i) the product of (x) EBITDA for the calendar year ending on such Performance Measurement Date, multiplied by (y) six, plus (ii) the aggregate Option Price of Vested Options, plus (iii) the aggregate Option Price for all Tranche B Options and Tranche C Options which will become vested as of the next succeeding Performance Measurement Date if the applicable Per Share Equity Values are achieved, less (iv) the... aggregate principal amount of the outstanding consolidated Indebtedness (which shall include, without limitation, if the Per Share Equity Value is being determined following or in connection with a Change-in-Control, all prepayment penalties which may be payable by the Company upon the repayment of its Indebtedness), less (v) the aggregate face value (or, if the Per Share Equity Value is being determined following or in connection with a Change-in-Control, the aggregate redemption price) of all of the Company's outstanding shares of redeemable Capital Stock, plus (vi) the aggregate amount of the consolidated cash on hand of the Company and its Subsidiaries, divided by (b) the sum of (x) the number of Shares outstanding as of the end of such calendar year and (y) the number of Shares issuable upon the conversion of securities convertible into Shares or upon the exercise of options or warrants exercisable for Shares, in each case in this clause (b), which are both vested (or, in the case of Tranche B Options and Tranche C Options, will become vested on or before the next succeeding Performance Measurement Date if the applicable Per Share Equity Values are achieved) and "in the money" (I.E., the exercise price or conversion price is less than the Per Share Equity Value calculated without giving effect to such convertible securities or options or warrants); PROVIDED, HOWEVER, that if a Qualified Public Offering shall have been consummated prior to any such calculation, "PER SHARE EQUITY VALUE" shall mean the average closing stock price for the thirty trading days immediately preceding the date of any such determination (with the five highest and five lowest closing stock prices disregarded), as reported by the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), or, if the Shares are then traded on a national securities exchange, on the principal national securities exchange on which it is so traded; PROVIDED, FURTHER, HOWEVER, that all outstanding "in the money" options shall be deemed to be vested solely for purposes of the definition of "PER SHARE EQUITY VALUE" if Per Share Equity Value is being determined following or in connection with a Change-in-Control or a Qualified Public Offering. View More

PER SHARE EQUITY VALUE. Means, in respect of any Tranche B, Tranche C or Tranche D Performance Measurement Date or other applicable measurement date under the Shareholders' Agreement, (a) the product of (i) EBITDA for the twelve-month period ending on such date, multiplied by (ii) 6.5, plus (b) (i) the aggregate amount of the consolidated cash on hand of the Company and its subsidiaries plus the aggregate Option Price for all Options that are "in the money" (as defined below), minus (ii) the liquidation value of the... outstanding consolidated Indebtedness and Company preferred stock (as adjusted to reflect a Sale of the Company, if applicable, and excluding any debt or preferred stock associated with an acquisition, the earnings of which are not included in EBITDA), divided by (c) the sum of (i) the number of Shares outstanding as of the end of such twelve-month period and (ii) the number of Shares issuable upon the conversion of securities convertible into Shares or upon the exercise of options or warrants exercisable for Shares, in each case in this clause (c), which are "in the money." For purposes hereof, an option or warrant is "in the money" if the exercise price or conversion price is less than the Per Share Equity Value, calculated without giving effect to such convertible securities, options or warrants. Notwithstanding the foregoing, in the case of a Qualified Public Offering, Per Share Equity Value shall have the meaning set forth in Sections 7(d), 8(d) and 9(d), as applicable, or, for certain purposes under the Shareholders' Agreement, the average closing stock price for the 90 trading days immediately preceding the applicable measurement date (with the five highest and five lowest closing prices disregarded). View More