Adjusted Stockholder's Equity. Adjusted Stock holder's Equity, as defined below, shall be greater than one billion two hundred twenty-seven million four hundred thousand dollars ($1,227,400,000). (If Adjusted Stockholder's Equity is less than $1,227,400,000, this condition can be satisfied by a contribution of cash to the capital of the Company on or before Closing equal to the difference between Adjusted Stockholder's Equity and $1,227,400,000.) For purposes of this Section, the term "Adjusted Stockholder's Equity" shall mean stockholder's equity (i.e., total consolidated assets, less total consolidated liabilities) of the Company as set forth in the Statement computed (i) without regard to (A) any securities valuation adjustment and any currency translation adjustment and(B) the Parent Series D Cumulative Preferred Stock and the deferred Tax liability attributable thereto, (ii) without including any of the assets referred to in clauses (w), (x) and (y) of Section 2.1 to the extent such assets were reflected on the Interim Statements (iii) by adding an amount equal to any accruals or payments made after June 30, 1998 and prior to the Closing Date pursuant to the agreements and programs identified as item 2 of Section 3.7(a) of the Disclosure Schedule; and (iv) otherwise taking into account Sections 19(b) and 19(c)of the Tax Allocation Agreement.
Adjusted Stockholder's Equity. Adjusted Stockholder's Equity, as defined below, shall be greater than one billion two hundred twenty-seven million four hundred thousand dollars ($1,227,400,000). (If Adjusted Stockholder's Equity is less than $1,227,400,000, this condition can be satisfied by a contribution of cash to the capital of the Company on or before Closing equal to the difference between Adjust Stockholder's Equity and $1,227,400,000.) For purposes of this Section, the
Adjusted Stockholder's Equity. Adjusted Stockholders’ Equity shall be not less than $15,250,000 as of the Effective Time of the Merger.
Adjusted Stockholder's Equity. Seller agrees that Buyer's obligation to consummate the Merger shall, at Buyer's option, be conditioned upon the Stockholders' Equity of Seller, consolidated with all of its Subsidiaries (as defined in Section 3.03a), at the close of business on the day prior to the Effective Time being not less than $39,500,000 after taking into account the adjustments described below ("Adjusted Stockholders' Equity"). Such Adjusted Stockholders' Equity shall be determined according to generally accepted accounting principles as they are applied to savings and loan associations and savings and loan association holding companies and in a manner consistent with Seller's past practices, with assets and liabilities valued as follows:
Adjusted Stockholder's Equity. Permit Adjusted Stockholders' Equity, ----------------------------- as of the last day of any Fiscal Quarter, to be less than the sum of (a) $800,000,000 plus (b) ------ ---- an amount equal to 33 1/3% of the net cash proceeds from all issuances by Borrower of its capital stock subsequent to the Closing Date.
