Minimum Net Asset Requirement Sample Clauses

Minimum Net Asset Requirement. The Stockholders agree that the “Net Assets” of the Company and each of the Subsidiaries, as measured on December 31, 2005, must equal or exceed, in the aggregate, the total “Net Assets” of the Company and each of the Subsidiaries as measured on December 31, 2004. For this purpose, “Net Assets” means (i) for the Company and Axmed, the amount referred to in the “DL” line of tax form 2051 as attached to tax return form 2065, (ii) for Axmed Iberica Productos Ortopedicos, S.L. Unipersonal, the amount referred to in line 220 of Modelo 200 “Fondos Proprios”, and (iii) for Fabrique Tunisienne Orthopédique (FTO), the “Total des capitaux propres avant affectation” line of its financial statements, all determined by application of generally accepted French accounting standards in effect on the date of this Agreement. For purposes of calculating the “Net Assets” of the Company and each Subsidiary as at December 31, 2005, the valuation of the participation in the Subsidiaries as recorded on the Company’s balance sheet as at December 31, 2005 shall be deemed to be equal to the valuation of such participation as recorded in the Company’s balance sheet as at December 31, 2004. If the sum of the Net Assets of the Company and the Subsidiaries on December 31, 2005 is less than the sum of the Net Assets of each such entity on December 31, 2004, the Stockholders shall pay to Purchaser, in readily available funds within ten (10) days of final agreement on the amount of said Net Assets on December 31, 2005, the difference between such Net Assets on December 31, 2004 and such amount on December 31, 2005. As soon as practicable and no later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to the Stockholders a balance sheet for the Company and each of the Subsidiaries as of December 31, 2005 (the “2005 Balance Sheets”) which shall reflect the Net Assets of those entities on that date. The 2005 Balance Sheets shall be prepared using generally accepted French accounting standards in effect on the date of this Agreement. The 2005 Balance Sheets shall become final thirty (30) days after delivery to the Stockholders (or earlier if the Stockholders agree with such balance sheets) unless the Stockholders give notice to Purchaser that they disagree with any such balance sheet. Any such notice shall specify the nature and amount of the disagreement. The parties will work in good faith to resolve any such disagreement, but if they cannot resolve the disagree...
Sample 1
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Minimum Net Asset Requirement. (a) Parent shall maintain a minimum fair market value of net assets equal to $30 million (the "Minimum Net Assets Level") for the duration of the Security Period. Purchaser and Parent acknowledge and agree that the shares of Common Stock retained by the Parent shall be deemed to have a fair market value of the greater of $29 million or the market price of such shares in the event there should be a public trading market for the Common Stock. In the event that any of the shares of Common Stock shall be transferred by Parent, the cash value of such shares calculated at the value set forth in Schedule 1.01, or at the market price of such shares on the date of such transfer in the event there should be a public trading market for the Common Stock, shall be deposited with the Parent to replace the value of the transferred Shares.
Sample 1

Related to Minimum Net Asset Requirement

  • Minimum Net Worth The Borrower will at all times maintain Consolidated Net Worth of not less than the sum of (i) $176,177,600 plus (ii) 50% of Consolidated Net Income earned in each fiscal quarter beginning with the quarter ending September 30, 2000 (without deduction for losses) plus (iii) the amount of any addition to the consolidated shareholders' equity of the Borrower and its Subsidiaries at any time resulting from the issuance or sale of any capital stock or other equity interests by the Borrower after the date of this Agreement.

  • Minimum Current Ratio Permit the Current Ratio at the end of any fiscal quarter to be less than 1.00 to 1.00.

  • Minimum Net Income The Borrower will maintain, during each period described below, its Net Income, determined as at the end of each quarter, at an amount not less than the amount set forth opposite such period (numbers appearing between “( )” are negative): Period Minimum Net Income Six months ending June 30, 2002 ($1,049,000) Nine months ending Sept. 30, 2002 ($665,000) Twelve months ending Dec. 31, 2002 ($600,000) "

  • Capital and Liquidity Requirements If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Swingline Loans and Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), by an amount deemed to be material by such Lender or such Issuing Bank, then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, in Dollars, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

  • Minimum Liquidity The Borrower shall not permit Liquidity at any time to be less than $50,000,000.

  • 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.

  • Minimum Adjusted Tangible Net Worth Seller shall not permit the Adjusted Tangible Net Worth of Seller (and, if applicable, its Subsidiaries, on a consolidated basis), computed as of the end of each calendar month, to be less than $25,000,000.

  • Minimum Tangible Net Worth The Parent and the Borrower shall not permit Tangible Net Worth at any time to be less than (i) 203,170,000 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 EBITDA Section 9.23(c) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

  • Aggregate Net Assets For each Lifecycle Portfolio, Aggregate Net Assets include the net assets of all the JHF II Lifecycle Portfolios and the net assets of all the JHT Lifecycle Trusts. The JHT Lifecycle Trusts are: the Lifecycle 2010 Trust, Lifecycle 2015 Trust, Lifecycle 2020 Trust, Lifecycle 2025 Trust, Lifecycle 2030 Trust, Lifecycle 2035 Trust, Lifecycle 2040 Trust, Lifecycle 2045 Trust and Lifecycle 2050 Trust. Lifestyle Portfolios Rates Applied to Aggregate Net Assets of the Fund of Funds (1) Fund of Funds Affiliated Fund Assets Other Assets First $7.5 billion Excess Over $7.5 billion First $7.5 billion Excess Over $7.5 billion Each Lifestyle Portfolio 0.050% 0.040% 0.500% 0.490%

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