Lower Valuation Sample Clauses

Lower Valuation. The Company acknowledges that the Borrower is willing to pay no more than fair market value (as determined by an independent appraiser selected by the Borrower) for the shares of Common Stock that the Borrower purchases from the accounts of participants and beneficiaries with the proceeds of the Loan. The Borrower will purchase the shares at an initial price of U.S. $69.44 per share, which is the fair market value of the Common Stock determined by an independent appraiser as of December 31, 2004. As soon as practicable after December 31, 2005, the Borrower shall cause an independent appraiser to determine the fair market value of the Common Stock as of December 31, 2005. If the fair market value of the Common Stock as of December 31, 2005, is less than U.S. $69.44 per share, the Company shall forgive Loan principal in an amount determined by multiplying the number of shares purchased with the Loan by the difference between the fair market value of each share on December 31, 2004, and the fair market value on December 31, 2005. The Company shall also forgive accrued interest, and reimburse the Borrower for interest actually paid, with respect to the portion of the Loan principal that the Company forgives pursuant to the preceding sentence. The Company shall execute any amendment to this Loan Agreement, the Note, or other applicable documents that the Borrower shall reasonably request to reflect the reduction in the Loan principal and interest.
Sample 1
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Related to Lower Valuation

  • Market Value Adjustment 16 3.07 Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Current Ratio The Borrower will not permit, as of the last day of any fiscal quarter, its ratio of (i) consolidated current assets (including the unused amount of the total Commitments, but excluding non-cash assets under FAS 133) to (ii) consolidated current liabilities (excluding non-cash obligations under FAS 133 and current maturities under this Agreement) to be less than 1.0 to 1.0.

  • Capitalization Ratio Permit the ratio of Consolidated Debt of the Borrower to Consolidated Capital of the Borrower to exceed .58 to 1.00.

  • Target Fair Market Value 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.

  • Total Liabilities to Tangible Net Worth Ratio Maintain a ratio of total liabilities to Tangible Net Worth of less than .80 to 1.0 as of the end of each fiscal quarter.

  • Consolidated Current Ratio The Borrower will not permit the Consolidated Current Ratio as of the last day of any fiscal quarter ending on or after the Effective Date, to be less than 1.00 to 1.00.

  • Market Value Market value shall be determined by the Lending Agent, where applicable, based upon the valuation policies adopted by the Client’s Board of Directors/Trustees.

  • Fair Market Value Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean:

  • Adjustment in Number of Shares Upon each adjustment of the Exercise Price pursuant to the provisions of this Paragraph 4, the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

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