Closing Net Assets Sample Clauses

Closing Net Assets. As used herein the term “Closing Net Assets” shall mean (a) total assets, namely the sum of cash, net loans, OREO property, net property and equipment, goodwill and other intangibles, and “other” assets of the Company and the Subsidiaries (but excluding fair market value of swap and deferred income of amended swap), as of the close of business on the Closing Date, as determined in accordance with GAAP, applied consistently with the Interim Balance Sheet, but updated for activity through the close of business on the Closing Date, less (b) total Liabilities, including the sum of (i) the Wxxxx Fargo Facility, (ii) FMB Subdebt, and (iii) accounts payable of the Company and the Subsidiaries, accrued expenses of the Company and the Subsidiaries, insurance payables, dealer reserves and “other” Liabilities due to FMB, in each case as of the close of business on the Closing Date, as determined in accordance with GAAP, applied consistently with the Interim Balance Sheet. A sample calculation of the Closing Net Assets of the Company as of December 31, 2008 is set forth for illustrative purposes on Schedule 2.5 attached hereto.
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Closing Net Assets. Establishment of Escrow
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Closing Net Assets. (a) Within 90 days after the Closing Date, the Purchaser will prepare, or cause to be prepared, and deliver to Pearson (i) an unaudited statement (the “Closing Net Assets Statement”), which shall set forth the Purchaser’s calculation of Net Assets as of the close of business on the Closing Date (“Closing Net Assets”), and (ii) an unaudited statement (the “9/30 Calculation”), which shall set forth the Purchaser’s calculation of Net Assets as of the close of business on September 30, 2006 (the “9/30 Net Assets”). The Closing Net Assets Statement and 9/30 Calculation shall be prepared in accordance with the accounting principles, methodologies and policies used in the preparation of the balance sheet included in the Unaudited Financial Statements, with the components thereof calculated in accordance with IFRS in the manner specified in the second sentence of Section 4.5(b), and, notwithstanding anything to the contrary in this Agreement, the Closing Net Assets and the 9/30 Net Assets shall not reflect (i) any assets currently used by the Business but not reflected on the Financial Statements that are transferred to the Business pursuant to the Permitted Reorganization or (ii) any assets not currently used by the Business but reflected on the Financial Statements that are transferred from the Companies or their Subsidiaries pursuant to the Permitted Reorganization. (b) Upon receipt from the Purchaser, Pearson shall have 30 days to review the Closing Net Assets Statement and the 9/30 Calculation (the “Review Period”). The Purchaser shall assist, and shall cause the Companies and their Subsidiaries to assist, the Sellers and their respective representatives in their review of the Closing Net Assets Statement and the 9/30 Calculation, shall provide the Sellers and their respective representatives with any information reasonably requested by them and shall give them access, during normal business hours and upon reasonable notice, to the personnel, properties, books and records of the Companies and their Subsidiaries for such purpose. If Pearson disagrees with the Purchaser’s computation of the Closing Net Assets and 9/30 Net Assets, Pearson may, on or prior to the last day of the Review Period, deliver a notice to the Purchaser (the “Notice of Objection”), which sets forth its objection to the Purchaser’s calculation of Closing Net Assets or 9/30 Net Assets, provided, however, that the Notice of Objection shall include only objections based on (i) non-compliance w...
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Closing Net Assets. 2, 15 Closing Payment................2, 15 Code...............................2
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Closing Net Assets. Section 1.04(a) Code ............................................................Section 2.11(a) Confidentiality Agreement ..........................................Section 5.03 Consent ............................................................Section 2.04 Contract ...........................................................Section 2.04
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Closing Net Assets 
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Related to Closing Net Assets

  • Target Net Assets The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

  • Aggregate Net Assets For each Retirement Distribution Portfolio, Aggregate Net Assets include the net assets of all the JHF II Retirement Distribution Portfolios.

  • Capital Adjustments and Reorganizations The existence of the Restricted Shares shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

  • Sale of Assets; Merger and Consolidation Subject to right of Shareholders, if any, to vote pursuant to Section 6.1, the Trustees may cause (i) the Trust or one or more of its Portfolios to the extent consistent with applicable law to sell all or substantially all of its assets to, or be merged into or consolidated with, another Portfolio, statutory trust (or series thereof) or Company (or series thereof), (ii) the Shares of the Trust or any Portfolio (or Class) to be converted into beneficial interests in another statutory trust (or series thereof) created pursuant to this Section 9.4, (iii) the Shares of any Class to be converted into another Class of the same Portfolio, or (iv) the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law. In all respects not governed by statute or applicable law, the Trustees shall have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation including the power to create one or more separate statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares of the Trust or any Portfolio (or Class) into beneficial interests in such separate statutory trust or trusts (or series or class thereof).

  • Net Assets The proportionate allocation of expenses based upon the value of each Fund’s net assets, computed as a percentage of the value of total net assets of all Funds receiving services from Service Company, determined at the end of the last preceding monthly period.

  • Net Asset Value The net asset value of each outstanding Share of the Trust shall be determined at such time or times on such days as the Trustees may determine, in accordance with the 1940 Act. The method of determination of net asset value shall be determined by the Trustees and shall be as set forth in the Prospectus or as may otherwise be determined by the Trustees. The power and duty to make the net asset value calculations may be delegated by the Trustees and shall be as generally set forth in the Prospectus or as may otherwise be determined by the Trustees.

  • Mergers, Consolidations, Sales of Assets and Acquisitions (a) Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Restricted Subsidiary, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other Person or division or line of business of such Person, except that (i) the Borrower and any Restricted Subsidiary may purchase and sell inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (1) any Wholly Owned Restricted Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (2) any Wholly Owned Restricted Subsidiary may merge into or consolidate with any other Wholly Owned Restricted Subsidiary in a transaction in which the surviving entity is a Wholly Owned Restricted Subsidiary (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (3) any Restricted Subsidiary may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary (which such recipient Restricted Subsidiary shall be a Loan Party if the disposing Restricted Subsidiary is a Loan Party), (4) any Restricted Subsidiary may liquidate (other than in connection with a merger or a consolidation which shall be governed by the other clauses of this Section 6.05(a)) and distribute its assets ratably to its shareholders if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (5) the Borrower and the Restricted Subsidiaries may make Permitted Acquisitions, including by means of mergers or consolidations. (b) Make any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 75% of which consists of cash, (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) the fair market value of all assets sold, transferred, leased or disposed of pursuant to this paragraph (b) shall not exceed the greater of (i) $100,000,000 and (ii) 3.0% of the Consolidated Net Tangible Assets in any fiscal year.

  • Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

  • Consolidation and Merger; Asset Acquisitions The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person.

  • Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc In case the Company (a) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (b) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (c) transfers all or substantially all of its properties and assets to any other corporation, or (d) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section).

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