Shareholders’ Equity. Permit Gannett’s Total Shareholders’ Equity at any time to be less than $3,500,000,000.
Shareholders’ Equity. As of the last business day of the month reflected in the Closing Financial Statements (the “Shareholders’ Equity Measuring Date”), (i) the Adjusted Shareholders’ Equity shall not be less than $338,000,000 and (ii) the Company’s ALL shall not be less than $19,000,000, in each case as determined in accordance with GAAP. For purposes of this Section 6.03(d), “Adjusted Shareholders’ Equity” means the consolidated equity of the Company as set forth in the Closing Financial Statements, minus any unrealized gains or plus any unrealized losses (as the case may be) in the Company’s securities portfolio due to xxxx-to-market adjustments as of the Shareholders’ Equity Measuring Date, and adding the sum of (w) all amounts paid or accrued in connection with any actions taken in connection with the Preferred Stock Purchase, (w) all amounts paid or accrued in connection with any actions taken pursuant to Section 5.09 to the extent that such actions were not necessary to bring the Company into conformity with GAAP or any applicable Law of any Governmental Authority, (x) all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents (“Advisors”) for the Company for services rendered solely in connection with the transactions contemplated by this Agreement (collectively, “Professional Fees”) paid by the Company prior to the Effective Time and which do not exceed in the aggregate $10,000,000 (exclusive of reasonable costs incurred or advanced by such Advisors); (y) attorneys’ fees arising directly and exclusively from any actions, claims, suits or hearings brought by the Company’s shareholders with respect to this Agreement or the transactions contemplated hereby; and (z) any amounts payable by the Company in connection with the cancellation of Company Equity Awards pursuant to Section 3.04, and any costs associated with the termination of employee benefit plans or programs (inclusive of any severance compensation paid or to be paid as provided herein) or any retention bonuses paid in accordance with this Agreement, and any costs incurred in connection with the termination of Contracts pursuant to Section 5.14.
Shareholders’ Equity. As of any date of determination, consolidated shareholders’ equity of CAI and its Subsidiaries as of that date determined in accordance with GAAP.
Shareholders’ Equity. Borrower will not permit Shareholders' Equity as at the end of any fiscal quarter to be less than the sum of (i) $7,125,000,000, (ii) an amount equal to 50% of Borrower's consolidated net income (as determined in accordance with GAAP) earned in each fiscal quarter ending after December 31, 1998 (with no deduction for a net loss in any such fiscal quarter) and (iii) an amount equal to 50% of the aggregate increase in Shareholders' Equity after December 31, 1998 by reason of the issuance of capital stock of Borrower (including upon any conversion of debt securities of Borrower into such capital stock).
Shareholders’ Equity. As of any date of determination, consolidated shareholders’ equity of CAI and its Subsidiaries as of that date determined in accordance with GAAP. S&P. Standard & Poor’s Ratings Group. Solvent. With respect to any Person on a particular date, that on such date (a) the fair value of the assets of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
Shareholders’ Equity. If as of the end of the month prior to the Effective Time, the Company Consolidated Shareholders’ Equity is less than $80,000,000, the Stock Purchase Price shall be reduced by an amount equal to (x) $80,000,000 minus (y) the Company Consolidated Shareholders’ Equity as of the end of the month prior to the Effective Time (the “Shareholders’ Equity Price Adjustment”).
Shareholders’ Equity. As of the last day of the month immediately preceding the Effective Time, the shareholders' equity of Shelby County on a consolidated basis shall be at least Six Million Nine Hundred Thousand Dollars ($6,900,000) as reflected on Shelby County's financial statements as of such date and as determined in accordance with generally accepted accounting principles applied in a consistent basis. Such amount of shareholders' equity shall be calculated after all liability accruals and payments have been made for all legal, accounting, investment banking, environmental and other professional or advisors' fees of Shelby County and SCSB and all expenses of Shelby County and SCSB relating to the Merger incurred as of and through the date of such financial statements.
Shareholders’ Equity. Permit Shareholders' Equity at any time to be less than the sum of (a) $445,900,000, plus (b) an amount equal to seventy percent (70.0%) of the amount of proceeds (net of transaction costs) received by the Borrower or any wholly-owned Consolidated Entity (other than (i) issuances to the Borrower or a wholly-owned Consolidated Entity or (ii) issuances the proceeds of which are used to refinance an existing equity issue) from the issuance of shares of capital stock, warrants, options or other equity securities of any class or character following September 30, 2005.
Shareholders’ Equity. The Borrower will not permit the Shareholders' Equity to be less than the sum of (a) $350,000,000.00 plus (b) ninety percent (90%) of the net proceeds from any Equity Offering of the Borrower made after the Closing Date.
Shareholders’ Equity. Maintain at all times during the term of the Loan, a minimum shareholders' equity of not less than One Hundred Million Dollars ($100,000,000).
