Company Net Worth Sample Clauses

Company Net Worth. At the Closing, the net worth of the Company shall be not less than the Company Closing Net Worth, excluding (i) the after-tax effect of any expense related to this Agreement and the transactions contemplated hereby, including payments to Company Advisor under Section 4.7 hereof and the payment to the Company’s attorneys and accountants, (ii) the after-tax effect of any expense incurred in connection with the acceleration of Company Options, the payment therefor, or the incurrence of the Stock Option Loan, (iii) the after-tax effect of any gain or loss from the sale of assets by the Bank in 2005 in the ordinary course of business consistent with its past practices, and (iv) any change in the “Accumulated Other Comprehensive Income (Loss), Net of Tax” line on the Company’s consolidated balance sheet after March 31, 2005, all as set forth in a consolidated balance sheet of the Company as of the end of the month preceding the Closing Date, prepared in accordance with GAAP, and the format of such consolidated balance sheet of the Company to be delivered as of the end of the month preceding the Closing Date is attached hereto as Schedule 8.2(e). Components of the Bank’s earnings in 2005 as reflected on Schedule 8.2(e) (which Schedule contains a copy of the Company’s 2005 reforecasted budget) shall be substantially similar to the Bank’s March 31, 2005 reforecast for the 2005 fiscal year.
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Company Net Worth. If the Offer is not consummated, at the Merger Closing, the net worth of the Company shall be not less than the Company Closing Net Worth. For purposes of this condition, the net worth of the Company shall exclude (i) the after-tax effect of any expense related to this Agreement and the transactions contemplated hereby, including payments to Company Advisor under Section 4.7 hereof and payments to the Company's attorneys and accountants, not to exceed $1,800,000 in the aggregate (pre-tax), (ii) the after-tax effect of any gain or loss from the sale of assets by the Company in 2005 or 2006 in the ordinary course of business consistent with its past practices, and (iii) any change in the "Accumulated Other Comprehensive Income (Loss), Net of Tax" line on the Company's balance sheet after June 30, 2005, all as set forth in a balance sheet of the Company as of the end of the month preceding the Merger Closing Date, prepared in accordance with GAAP, and the format of such balance sheet of the Company to be delivered as of the end of the month preceding the Merger Closing Date is attached hereto as Schedule 8.2(e).
Sample 1
Company Net Worth. As of the last day of the month immediately prior to the month in which the Effective Time occurs, the Company's net worth, calculated in accordance with GAAP, shall be no less than $7,000,000.
Sample 1
Company Net Worth. After accounting for the applicable Qualifying Catastrophic Event, Company's GAAP Net Worth shall not be less than US$175,000,000, provided, however, that in no case will Preferred Shares previously issued or proposed to be issued be included in such GAAP Net Worth calculation.
Sample 1
Company Net Worth. At the Closing, the net worth of the Company shall be an amount not less than $17,519,000 plus the after-tax gain from the sale of any assets by the Company in 2005 or 2006 outside the ordinary course of business consistent, not including (i) the after-tax effect of any expense incurred after June 30, 2005 related to this Agreement and the transactions contemplated hereby, including payments to Company Advisor under Section 4.7 hereof and the payment to the Company’s attorneys and accountants, not to exceed $500,000 in the aggregate, (ii) the after-tax effect of any gain from the sale of assets or securities trading by the Company in 2005 or 2006 in the ordinary course of business consistent with its past practices, and (iii) any change in the “Accumulated Other Comprehensive Income (Loss), Net of Tax” line on the Company’s consolidated balance sheet after June 30, 2005, all as set forth in a consolidated balance sheet of the Company as of the end of the month preceding the Closing Date, prepared in accordance with GAAP, and the format of such consolidated balance sheet of the Company to be delivered as of the end of the month preceding the Closing Date is attached hereto as Schedule 8.2(e).
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Company Net Worth. As of the Closing, the net worth of the Company, as determined in good faith within ten (10) Business Days prior to the Closing by the Company’s management team and provided that such determination shall be based on the Company’s historical accounting principles consistently applied and shall have been reviewed by the Company’s auditors, shall be not less than the Company Closing Net Worth. For purposes of this condition, the “Company Closing Net Worth” shall be Seventy Five Million Eight Hundred Eighty Three Thousand Fifty Nine Point Two Six US Dollars (US$75,883,059.26) plus the product of One Hundred Fifty Thousand US Dollars (US$150,000) multiplied by the number of full calendar months in 2007, commencing from January 2007 to the Closing Date, as adjusted to give effect to: (1) the after-tax effect of any expense related to this Agreement and the transactions contemplated hereby, including payments to the Company’s attorneys and accountants; and (2) any management incentive bonuses to be paid to the Company’s management team in 2007 for the year ended December 31, 2006, which in any case should be no more than Four Hundred Fifty Thousand US Dollars (US$450,000).
Sample 1
Company Net Worth. At the Closing, the net worth of the Company shall be not less than the Company Closing Net Worth. For purposes of this condition, the Company Closing Net Worth shall be $59,000,000 plus $250,000 for each full calendar month in 2007 preceding the Closing Date, as adjusted to give effect to: (i) the after-tax effect of any expense related to this Agreement and the transactions contemplated hereby, including payments to the Company Advisor under Section 4.7 hereof , payments to the Company’s attorneys and accountants and change of control payments, (ii) the after-tax effect of any gain or loss from the sale of assets by the Company after June 30, 2006 in the ordinary course of business consistent with its past practice, (iii) any change in the “Accumulated Other Comprehensive Loss” line on the Company’s consolidated statement of financial condition after June 30, 2006, all as set forth in a consolidated statement of financial condition of the Company as of the end of the month preceding the Closing Date, prepared in accordance with GAAP, and (iv) the total amount of quarterly cash dividends paid by the Company from July 1, 2006 to the Closing Date, provided that quarterly cash dividends shall not exceed $0.10 per share.
Sample 1
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Company Net Worth. With respect to the first exercise of the Securities Issuance Option, after accounting for the Qualifying Catastrophic Event, but prior to payment for any Preferred Shares to be purchased upon such first exercise of the Securities Issuance Option, Company's GAAP Net Worth shall not be less than US$175,000,000. With respect to any subsequent exercise of the Securities Issuance Option, after accounting for the Qualifying Catastrophic Event and any payment for any Preferred Shares previously issued pursuant to any prior exercise of the Securities Issuance Option, Company's GAAP Net Worth shall not be less than US$175,000,000.
Sample 1

Related to Company Net Worth

  • Net Worth The term “net worth” means the excess of total assets over total liabilities (including personal and real property, but excluding the estimated fair market value of a person’s primary home).

  • Tangible Net Worth The Seller will not permit its tangible net worth, at any time, to be less than $10,000,000.

  • Minimum Tangible Net Worth The Parent and the Borrower shall not permit Tangible Net Worth at any time to be less than (i) $731,508,263 plus (ii) 75% of the Net Proceeds of all Equity Issuances effected at any time after the Agreement by the Parent, the Borrower or any of the Subsidiaries of the Parent to any Person other than the Parent, the Borrower or any of the Subsidiaries of the Parent.

  • Minimum Net Worth The Borrower will at all times maintain ----------------- Consolidated Net Worth of not less than the sum of (i) $265,000,000 plus (ii) fifty percent (50%) of Consolidated Net Income earned in each fiscal quarter beginning with the quarter ending December 31, 1997 (without deduction for losses).

  • Consolidated Tangible Net Worth The net worth of Seller and its consolidated subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non-cash effect (gain or loss) of any xxxx-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Consolidated Tangible Net Worth.

  • Adjusted Tangible Net Worth On the Effective Date, Seller’s Adjusted Tangible Net Worth is not less than the amount set forth in Section 2.1 of the Pricing Side Letter.

  • Consolidated Net Worth The Company will not at any time permit Consolidated Net Worth to be less than the sum at such time of (a) US$4,500,000,000 and (b) commencing with the fiscal quarter beginning on January 1, 2007, 50% of the Company’s Consolidated Net Income for each fiscal quarter of the Company for which Consolidated Net Income is positive and for which financial statements shall have been delivered under Section 5.01(a) or (b).”

  • Minimum Book Net Worth The Borrower will maintain, during each period described below, its Book Net Worth, determined as of the end of each month, in an amount not less than the amount set forth for each such period: August 1, 2005 through September 30, 2005 $ 7,800,000 October 1, 2005 Through December 31, 2005 $ 7,500,000 January 1, 2006 Through March 31, 2006 $ 7,500,000 April 1 Through June 30, 2006 $ 7,500,000 July 1, 2006 Through September 30, 2006 $ 7,500,000 October 1, 2006 Through December 31, 2006 $ 7,600,000 January 1, 2007 and each month thereafter $ 7,600,000

  • Net Working Capital At least three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.

  • Minimum Consolidated Tangible Net Worth Borrower shall not permit Consolidated Tangible Net Worth to be less than $600,000,000 plus eighty-five percent (85%) of the Net Proceeds of any Equity Issuance received after the Agreement Execution Date.

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