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) 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.
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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. (b) Within seventy-five (75) days following the Closing Date, Parent's internal accountants ("Parent's Accountants") shall furnish the -------------------- Stockholders with a report (the "Company Net Worth Report"), which shall set ------------------------ forth, in reasonable detail, the Closing Net Worth of the Company as of the Closing Date calculated in accordance with GAAP. In making such determination, Parent's Accountants shall prepare a balance sheet for the Company as of the Closing Date audited by Parent's Accountants and shall include such audited balance sheet, and their report thereon, as part of the Company Net Worth Report, each prepared in accordance with GAAP. The Company Net Worth Report shall indicate the procedures employed by Parent's Accountants in preparing the Company Net Worth Report and shall contain such other financial information and methods of calculation as may be reasonably necessary for Stockholders to evaluate the accuracy thereof. Stockholder Representative (who shall have the right to act on behalf of all Stockholders pursuant to this Section 1.7) shall ----------- have a period of fort...
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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 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 The Borrower will not permit its Consolidated Net Worth at any time to be less than the sum of (i) $250,000,000 plus (ii) thirty percent (30%) of the sum of the Consolidated Net Income of the Borrower (with any consolidated net loss during any fiscal quarter counting as zero) for each fiscal quarter of the Borrower commencing with the fiscal quarter of the Borrower ending June 30, 1997.

  • 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.

  • 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.

  • 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.

  • Cash Flow Leverage Ratio The Borrower will not permit the Cash Flow Leverage Ratio on the last day of any fiscal quarter to exceed 3.50 to 1.00.

  • Adjusted Quick Ratio A ratio of (i) Quick Assets to (ii) Current Liabilities minus the current portion of Deferred Revenue of at least 1.50 to 1.00.

  • Quick Ratio A ratio of Quick Assets to Current Liabilities of at least 2.00 to 1.00.

  • 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).”

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