NET WORTH TRUE-UP Sample Clauses

NET WORTH TRUE-UP. (a) Within forty-five (45) days following the Closing Date, the Company's independent auditors ("Company's Accountants") shall furnish Parent and the Stockholders with a
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NET WORTH TRUE-UP. (a) No later than three (3) business days prior to the Closing Date, the Company shall deliver to Parent an estimated statement, prepared in reasonable good faith, of the Closing Net Worth (as defined below) of the Company as of the Closing Date (the "Estimated Closing Balance Sheet"), ------------------------------- which Estimated Closing Balance Sheet shall be in form and substance reasonably satisfactory to Parent. On the Closing Date, the Aggregate Consideration to be received by all Stockholders pursuant to Section 1.6 shall be reduced by the ----------- amount (if any) by which three hundred twenty-five thousand dollars ($325,000) (the "Base Net Worth") exceeds the Closing Net Worth (as defined below) as set -------------- forth in the Estimated Closing Balance Sheet (the "Interim Price Adjustment"), ------------------------ by (x) reducing the Merger Cash by that amount of cash equal to the Interim Price Adjustment multiplied by the Merger Cash Ratio and (y) by reducing the Merger Shares by that number of shares equal in value (valued at the Average Trading Price as of the Closing Date) to the Interim Price Adjustment multiplied by the Merger Share Ratio. As used in this Section 1.7, "Closing Net Worth" ----------- ----------------- shall mean total assets less total liabilities of the Company, determined in accordance with GAAP.
Sample 1
NET WORTH TRUE-UP. (a) Estimated Closing Balance Sheet. No later than five (5) business ------------------------------- days prior to the Closing Date, the Company shall deliver to Parent an estimated statement, prepared in good faith, of the Closing Net Worth (as defined below) of the Company as of the Closing Date (the "Estimated Closing Balance Sheet"), ------------------------------- which Estimated Closing Balance Sheet shall be in form and substance reasonably satisfactory to Parent and shall include, among other things, all amounts owed by the Company to American National Bank and Trust Company of Chicago as of the date of the Estimated Closing Balance Sheet.
Sample 1

Related to NET WORTH TRUE-UP

  • 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).

  • Adjusted Net Worth The Guarantor will not permit Adjusted Net Worth as at the last day of any fiscal quarter of the Guarantor to be less than $1,000,000,000.

  • 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.

  • Minimum Consolidated Net Worth Permit the Consolidated Net Worth of the Company at the end of any fiscal quarter to be less than US$11,250,000,000 (“Minimum Amount”).

  • Cash Flow Coverage Ratio The ratio of (a) the Borrower's Cash Flow to (b) the sum of (i) the Borrower's consolidated Interest Expense plus (ii) the Borrower's scheduled payments of principal (including the principal component of Capital Leases) to be paid during the 12 months following any date of determination shall at all times exceed (1) 1.5 to 1.0. Compliance with the ratio will be tested as of the last day of each month, with Cash Flow and Interest Expense being calculated for the twelve months then ended.

  • Consolidated Tangible Net Worth (i) 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 Leverage Ratio The Borrower shall not permit the Adjusted Leverage Ratio as at the end of any Fiscal Quarter to be greater than the following for the respective periods set forth below: Period Adjusted Leverage Ratio Closing Date to and including March 27, 2004 3.75:1.00 March 28, 2004 to and including June 26, 2004 4.75:1.00 June 27, 2004 to and including July 2, 2005 5.60:1:00 July 3, 2005 and any time thereafter 5.25:1.00

  • Minimum Consolidated Tangible Net Worth (a) Prior to consummation of the Merger, the Borrower will not at any time permit Consolidated Tangible Net Worth to be less than the sum of (i) $788,000,000.00 plus (ii) seventy-five percent (75%) of the sum of any additional Net Offering Proceeds after the date of this Agreement.

  • Cash Flow Ratio To maintain on a consolidated basis a cash flow ratio of at least 1.35:1.00.

  • 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.

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