SHAREHOLDER EQUITY Sample Clauses

SHAREHOLDER EQUITY. Within 90 days following the Closing, the Vendor shall prepare a draft calculation for the Shareholder Equity Adjustment. The Purchaser shall be given an opportunity to review and dispute the draft Shareholder Equity Adjustment, and the provisions of Section 2.4 and Section 2.5 shall apply to the review and dispute of the Shareholder Equity Adjustment mutatis mutandis, except, in the case of the draft calculation for the Shareholder Equity Adjustment, the Purchaser shall have 60 days to review such draft calculation for the Shareholder Equity Adjustment. Once the Shareholder Equity Adjustment is finally determined (and no longer in dispute) in accordance with the terms of this Agreement: (a) the Purchaser shall pay to the Vendor the amount, if any, by which the Shareholder Equity Adjustment exceeds the Target Shareholder Equity; or (b) the Vendor shall pay to the Purchaser the amount, if any, by which the Target Shareholder Equity exceeds the Shareholder Equity Adjustment. Such payment shall be made five (5) Business Days after the date on which the Shareholder Equity Adjustment is finally determined (and no longer in dispute). In respect of any payments to be made pursuant to this Section 2.8, an additional amount in respect of interest shall be added to such payments calculated using an annual interest rate equal to the Prime Rate from the Closing Date to the date the Shareholder Equity Adjustment is paid.

SHAREHOLDER EQUITY a. As partial consideration for this Agreement, Licensee will issue to The Regents of the University California ("University") shares of Founders Stock, equivalent in value to three percent (3.0%) of the outstanding common shares of Caldera Pharmaceuticals Inc.'s Founders Stock available as of the effective date of this License Agreement. Such shares shall be convertible to publicly tradable shares in the event that Caldera Pharmaceuticals, Inc. completes an Initial Public Offering. Final acceptance by the University of said equity is conditioned upon receipt and acceptance of any Licensee shareholders' agreement and other relevant information the University deems necessary in order to make a properly informed decision in accordance with the University's applicable guidelines for accepting equity in University technology licensing transactions. Upon final acceptance of said equity, the University reserves the right and sole discretion to direct Licensee to distribute the University's inventors' shares directly to the respective inventors or to the University's Office of the Treasurer that is responsible for managing University equity transactions. b. From and after the effective date of this Agreement, Licensee agrees that University shall be entitled to all rights of a holder of common stock in Licensee, protected from dilution to the same extent that each other holder of shares as of the effective date (referred to for convenience as a "founder") is protected from dilution and shall suffer no greater dilution than any other founder who holds common stock of the Licensee. Licensee further agrees that the relative proportionate ownership of the University shall not be diluted to less than three percent (3.0%) of the total Reporting Period: [ ] January 1 – June 30 [ ] July 1 – December 31 I. Development: • Progress towards commercialization and milestones (Appendix C) • Problems encountered • Pre-commercialization marketing efforts • Any shift in time-line from original business plan • Expected launch date • Any improvements, new patents, derivative works, etc. arising from the work

SHAREHOLDER EQUITY. On March 1, 1998, PGI shareholder equity ------------------ was not less than $3.8 million, after giving effect to a $1.5 million dividend payable in April 1998 and shall increase at a minimum of $350,000 per month thereafter until the Closing Date, less any write off of assets requested in writing by MIKOHN.

SHAREHOLDER EQUITY. Maintain shareholder equity of at least $2,000,000 as set forth in Borrower's balance sheet calculated in accordance with GAAP consistently applied.

SHAREHOLDER EQUITY. Borrower shall not allow Shareholder Equity to be less than $110,000,000 plus twenty-five percent (25%) of the positive after-tax Consolidated Net Income of Borrower subsequent to the Effective Date measured as of the end of each fiscal quarter.

SHAREHOLDER EQUITY. For purposes of determining Shareholder ------------------- Equity, (i) the Shareholder Equity shall be increased by the amount of any Tax Benefit (as defined below) the Company or the Surviving Corporation arising out of or attributable to the exercise (or cancellation pursuant to Section 2.02(d)) of the Company Stock Options (whether or not permitted by GAAP), (ii) the Company Redeemable Preferred Stock, and any accrued and unpaid dividends on the Company Redeemable Preferred Stock and on the Company Convertible Preferred Stock (whether or not declared), shall be included in the calculation of Shareholder Equity, (iii) the Estimated Closing Balance Sheet and the Audited Closing Balance Sheet shall not reflect any asset for any sums deposited in court in connection with the matter described on Schedule 3.02(a) of the Disclosure Schedule (as defined below) or any subscription receivable in connection with such matter, nor any liability or reserve in connection with such matter, (iv) the Audited Closing Balance Sheet shall have accrued or reserved thereon each of the items specified in this Agreement as being required to be accrued or reserved on the Audited Closing Balance Sheet, in the respective amounts specified herein and, further, all such accruals and reserves shall be determined as if the Audited Closing Balance Sheet were a year-end balance sheet of the Company, and (v) the warranty reserve used in the preparation of the Estimated Closing Balance Sheet and the Audited Closing Balance Sheet in each case shall be adjusted to reflect the reserve which would be required if it were calculated in accordance with the Thor Warranty Reserve Formula annexed hereto as Annex 2.04(c). -------------

SHAREHOLDER EQUITY. Purchaser shall have no obligation to consummate the transactions contemplated by this Agreement if the Latest Financial Statements state that the shareholder's equity in the Company is less than $5,200,000 as of the Closing Date, as such amount may be adjusted in accordance with GAAP year end adjustments and an accrual for accounting fees payable by the Company in connection with the audit of the Company's 1996 financial statements and review of the Latest Financial Statements.

SHAREHOLDER EQUITY. During the Lease Term, LESSEE will maintain common shareholder equity in an amount of at least Fifty Million U.S. Dollars (US$ 50,000,000), provided that in the event that LESSEE is not able to comply with this covenant, LESSEE will within fourteen (14) days following receipt of LESSOR's request therefor, provide to LESSOR an additional cash security deposit in an amount to be reasonably determined by LESSOR at such time.

SHAREHOLDER EQUITY. Total Shareholder equity in the Company will be in excess of $1,750,000 immediately prior to the Closing.

SHAREHOLDER EQUITY. As of the Closing Date, there shall be no more than a $10 million decrease in the shareholder equity of the Company from that set forth in the consolidated financial statements of the Company dated September 30, 1998 and delivered to Emerald prior to executing this Agreement, as set forth in a consolidated balance sheet of the Company as of the last day of the month next preceding the Closing.