Definition of Net Equity Sample Clauses

Definition of Net Equity. Net Equity" shall mean the ------------------------ ---------- aggregate of all tangible assets of the Company, determined in accordance with generally accepted accounting principles ("GAAP") including cash and cash ---- equivalents, net accounts and notes receivable (less, without duplication, allowances for doubtful accounts), any amounts receivable in respect of an anticipated tax credit or refund, net value of inventory (adjusted for all applicable write-downs and write-offs), prepaid expenses and other current assets, property and equipment, (net of allowances for accumulated depreciation and amortization) and other assets, less all liabilities of any kind, including, but not limited to, accounts payable, royalties payable, warranty and other reserves, accrued bonuses, accrued vacation, employee expense obligations and all other liabilities to the extent that such liabilities shall be required to be reflected in accordance with GAAP.
Sample 1
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Related to Definition of Net Equity

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  • Definition of Change in Control For purposes of the Agreement, a “Change in Control” shall mean the occurrence of any one of the following events:

  • Definition of Change of Control For purposes of this Agreement, “Change of Control” shall mean:

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  • SECTION I - DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed herein unless otherwise stated or reasonably required by the Agreement, and other forms of any defined words shall have a meaning parallel thereto.

  • Definition of “Cause.” For all purposes under this Agreement, “Cause” shall mean:

  • DEFINITIONS 1 SECTION 1.1 “Affiliate” 1 SECTION 1.2 “Agent” 1 SECTION 1.3 “American Depositary Share(s)” and “ADS(s)” 2 SECTION 1.4 “Article” 2 SECTION 1.5 “Articles of Association” 2 SECTION 1.6 “ADS Record Date” 2 SECTION 1.7 “Beneficial Owner” 2 SECTION 1.8 “Business Day” 2 SECTION 1.9 “Commission” 2 SECTION 1.10 “Company” 2 SECTION 1.11 “Corporate Trust Office” 2 SECTION 1.12 “Custodian” 2

  • Employee Definitions A Regular Full-Time Employee is an employee who is employed on a full-time basis of 35, 37½, 40 or such other number of weekly hours as is recognized in the Collective Agreement as normal for a particular class of positions, for an indefinite period of time.

  • Change in Control Definition For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following events, provided that such event or occurrence constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v), (vi) and (vii): (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) fifty percent (50%) or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company or (2) any acquisition by any entity pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition; or (ii) a change in the composition of the Board that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the Effective Date or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two (2) conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one (1) or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, fifty percent (50%) or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or (iv) the liquidation or dissolution of the Company.

  • Definition of Person The term “person” as used in this Agreement will be interpreted broadly to include, without limitation, any corporation, company, group, partnership or other entity or individual.

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