Pro Forma Capitalization. The Company shall have, as of the Determination Date, Tangible Common Equity, after giving effect to the Pro Forma Adjustments (the “Pro Forma Capitalization”), of at least $1,990,000,000. The Tangible Common Equity will be determined by reference to the most recent available month-end balance sheet of the Company, and calculated in accordance with the Accounting Principles (but in no event will the Tangible Common Equity be determined by reference to any balance sheet dated after October 31, 2011) (the date of such balance sheet, the “Determination Date”). Solely for purposes of determining whether this condition is satisfied, the Pro Forma Capitalization will be determined by reference to the Preliminary Pro Forma Capitalization Statement (as defined in the New Investor Investment Agreement).
Pro Forma Capitalization. (a) As a result of the consummation of the transactions contemplated by this Exchange Agreement, immediately following the Closing Date the approximate maximum aggregate number of shares of issued and outstanding PNG Fully-Diluted Common Stock shall be owned or held by the following stockholder groups: No. of Fully-Diluted Stockholder Group PNG Common Shares Percentage Seller (Earth Biofuels, Inc.) 8,900,000* 70.05% Kxxxxx Group 1,250,000** 9.84% Collateral Agent, Fourth Third, LLC (Medley) 1,100,000 8.66% Black Forest Fund 756,325*** 5.95% BCGU, LLC 280,000 2.20% Other PNG stockholders, including the public 418,309 3.29% Total: 12,704,634 100% * Includes 7,000,000 Exchange Shares as well as 1,900,000 shares of PNG Common Stock held in escrow and issuable upon due conversion of the EBOF Note (subject to adjustment as provided therein), intended to repay certain indebtedness of Seller. ** Includes 1,000,000 Kxxxxx Shares, the issuance of which is conditioned on receipt of the Kxxxxx Release in such form as approved by PNG and its management, and 250,000 shares issued as consideration for the issuance to PNG of the Irradia Option, as annexed as Exhibit F. *** includes 756,325 shares of PNG Common Stock issuable upon conversion of the Black Forest Note.
(b) At the Closing, the Exchange Shares to be issued and delivered to the Seller hereunder will, when so issued and delivered, constitute valid and legally issued shares of PNG Common Stock, fully paid and non-assessable.
Pro Forma Capitalization. Xxxxxxxx Bank is, and upon consummation of the transactions contemplated hereby, Xxxxxxxx Bank will be deemed “well capitalized” under Section 165.4 of the regulations of the OCC.
Pro Forma Capitalization. Upon consummation of the transactions contemplated hereby, ESSA Bank will be deemed “well capitalized” under Section 325.103 of the regulations of the FDIC.
Pro Forma Capitalization. Assuming that US$600 million is raised in the Offering and the direct sales as more fully described in Section 4.1 herein, the Company will have the following authorized capital, issued and outstanding shares and shares reserved for issuance: The authorized share capital of the Company will be US$220,000,000 divided into 200,000,000 Common Shares and 20,000,000 Preferred Shares each having a par value of US$1.00. Of the 200,000,000 Common Shares authorized, 36,995,930 Common Shares will be issued and outstanding and 7,800,000 Common Shares will be reserved for issuance upon the exercise of warrants and the exchange of 5,400,000 Non-Voting Common Shares of Max Re into Common Shares, including 680,000 Common Shares reserved for issuance upon the exercise of the warrants issued to Western General Insurance, Ltd., 720,000 Common Shares reserved for issuance upon the exercise of Common Share purchase warrants to be issued to Xx. Xxxxxx X. Cooney and 1,000,000 Common Shares reserved for issuance upon the exercise of Common Share purchase warrants issued to managers of the Company. No Preferred Shares will be issued and outstanding or reserved for issuance and 3,004,070 Common Shares will be reserved for issuance upon conversion of Max Re Non-Voting Common Shares. SCHEDULE 4.9 Prior Activities of Maximus Capital Holdings, Ltd. -------------------------------------------------- None. SCHEDULE 5.1 Corporate Activity and Capitalization of Max Re Ltd. ----------------------------------------------------
Pro Forma Capitalization. The following Table B1 is to provide the Company’s pro forma share structure on the assumptions (1) that no Senior Warrants have been exercised, (2) that all shares of Common Stock issued upon Conversion of the Series E Shares are issued at the scheduled Breakout Price (meaning that the Company’s targeted Common Stock values have been achieved as stated above in Table 1 in Exhibit A on Page 22 hereof), and (3) that Management’s ownership remains at 51% at the Full Release Date (meaning that the Performance Hurdle has been achieved): Public Float 5,000,000 20.00 % 5,000,000 8.66 % Management (1 ) 20,000,000 80.00 % 29,431,576 51.00 % Copperbottom Investments, Ltd. (2 ) - 0.00 % 4,655,479 8.07 % Absentia Holdings, Ltd. (2 ) - 0.00 % 4,655,479 8.07 % Britannia Securities International, Ltd. (2 ) - 0.00 % 4,655,479 8.07 % Agri-Technologies International, Ltd. (2 ) - 0.00 % 4,655,479 8.07 % On Time Investments, Ltd. (2 ) - 0.00 % 4,655,479 8.07 %
Pro Forma Capitalization. Minimum Offering Amount - $2.5 Million Maximum Offering Amount - $3.5 Million
Pro Forma Capitalization. The table sets forth Gentiva’s and Healthfield’s capitalization as of September 30, 2005 on an actual basis and as adjusted to reflect the Transaction. ($ in millions) Gentiva Healthfield Adjustments Company Cash $ 94.4 $ 13.3 ($58.0 ) $ 49.6 Existing Revolver — 9.6 (9.6 ) — Existing Term Loans — 180.0 (180.0 ) — Revolver (1) — — — — Term Loan — — 370.0 370.0 Total Debt — $ 189.6 $ 180.4 $ 370.0 Shareholders’ Equity 181.1 36.2 18.6 235.8 Total Capitalization $ 181.1 $ 225.8 $ 199.0 $ 605.8 Debt / Adj. EBITDA NM 3.8 x 4.3 x Net Debt / Adj. EBITDA NM 3.5 x 3.8 x Adj. EBITDA / Interest Expense NM 3.8 x 3.2 x Debt / Capitalization NM 84.0 % 61.1 % Adj. EBITDA $ 35.5 $ 49.7 $ 85.2 Interest Expense NA 13.0 26.8
(1) $75.0 million Revolver is undrawn at closing, with availability reduced only by letters of credit. Approximately $20 million of letters of credit are expected to be issued at closing.
Pro Forma Capitalization. The pro forma capitalization of CPI (the "PRO FORMA CAPITALIZATION") upon the consummation of the Transactions is set forth on Schedule 2.
