Adjusted Shareholders’ Equity. (a) If the Measurement Date (as determined in accordance with Section 8.11(c)) is January 31, 2004, PCCI shall have Adjusted Shareholders’ Equity equal to or greater than $43,600,000. If the Measurement Date (as determined in accordance with Section 8.11(c)) is March 31, 2004, PCCI shall have Adjusted Shareholders’ Equity equal to or greater than $44,500,000.
(b) For purposes of this Agreement, “Adjusted Shareholders’ Equity” shall be computed as follows (with all such amounts to be determined in accordance with GAAP and consistent with past accounting practices of PCCI):
(i) total shareholders’ equity of PCCI as of the Measurement Date; excluding (ii) the amount of other accumulated comprehensive income or loss of PCCI as of the Measurement Date;
Adjusted Shareholders’ Equity. As of the Shareholders’ Equity Measuring Date reflected in the Closing Financial Statements, the Adjusted Shareholders’ Equity
Adjusted Shareholders’ Equity. As of the last business day of the month reflected in the Closing Financial Statements and prior to implementation of the adjustments and
Adjusted Shareholders’ Equity. As of the last Business Day of the month reflected in the Closing Financial Statements (the “Shareholders’ Equity Measuring Date”), the Adjusted Shareholders’ Equity of MLB shall not be less than $5,000,000. For purposes of this Section 6.2(f), “Adjusted Shareholders’ Equity” means the consolidated equity of MLB as set forth in the Closing Financial Statements, exclusive of any Transaction Expenses paid or accrued up to an aggregate maximum of $1,130,000 and the amount of any increase of MLB’s deferred tax asset which is recognized in shareholder equity compared to March 31, 2015. Notwithstanding the foregoing, in lieu of any termination right of OVB or OVCB for failure of this condition, MLB, OVB and OVCB agree that if the Adjusted Shareholders’ Equity is less than $5,000,000, the Merger Consideration shall be reduced by one dollar for each dollar by which the Adjusted Shareholders’ Equity is less than $5,000,000.
Adjusted Shareholders’ Equity. Company’s Adjusted Shareholders’ Equity shall not be less than $70,000,000.
Adjusted Shareholders’ Equity. The Adjusted Shareholders Equity shall not be less than Fourteen Million Dollars ($14,000,000.00); provided, however, that FCB may waive this condition.
Adjusted Shareholders’ Equity. As of the Shareholders’ Equity Measuring Date reflected in the Closing Financial Statements, the Adjusted Shareholders’ Equity shall not be less than 95% of the Shareholders’ Equity of the Company as shown in the Financial Statements as of and for the period ended June 30, 2013, as determined in accordance with GAAP. The term “Adjusted Shareholders Equity” shall mean Shareholders’ Equity plus the Transaction Expenses, net of any Tax benefits arising from the deductibility of any Transaction Expenses.
Adjusted Shareholders’ Equity. For the purposes of the Closing Balance Sheet, Shoreline's "Adjusted Shareholders' Equity" shall be Shoreline's "Total Shareholders' Equity" as of the Final Statement Date (as defined below), computed in accordance with generally accepted United States accounting principles ("GAAP") and in a manner consistent with Shoreline's Form 10-K for the year ended December 31, 1999 and Form 10-Q for the six months ended June 30, 2000, except such total shareholders' equity shall be adjusted so that no expense shall have been accrued or deduction shall have been made for any of the following:
Adjusted Shareholders’ Equity. The Adjusted Shareholders' Equity of Shoreline shall equal or exceed the amount specified in Section (Decrease in Shoreline's Shareholders' Equity).
Adjusted Shareholders’ Equity. For the purposes of the Closing Financial Statements, "Adjusted Shareholders' Equity" shall be Company's consolidated "Total Shareholders' Equity" as of the Final Statement Date (as defined below), computed in accordance with accounting principles generally accepted in the United States ("GAAP") and in a manner consistent with Company's Form 10-K for the year ended June 30, 2000 and, if required to be filed, the year ending June 30, 2001, and Form 10-Q for the quarter ended March 31, 2001, except such total shareholders' equity shall be adjusted so that no expense shall have been accrued or deduction shall have been made for any of the following:
2.4.1.1 Up to and not exceeding $750,000 in transaction-related expenses that Company has incurred or will incur as a result of the Merger (including, without limitation, its legal, accounting, actuarial, printing, mailing, tax preparation, and investment bankers fees and expenses);
2.4.1.2 Any reserves, accruals, or other charges that Acquiror may request Company to establish or incur and that are established or incurred;
2.4.1.3 Any amounts paid by Company pursuant to option termination agreements under Section 2.1.3 hereof; and -12-
2.4.1.4 Up to the Insurance Amount (as defined in Section 5.9.2) to procure tail insurance coverage if paid by Company pursuant to Section 5.9.2 hereof.
