Shareholders Equity Adjustment Sample Clauses

Shareholders Equity Adjustment. 6 1.9. Post-Closing Adjustment....................................... 8 1.10. Additional Issuances; Purchase Price Adjustment.............. 12
Sample 1
AutoNDA by SimpleDocs
Shareholders Equity Adjustment. (a) As promptly as practicable, but in no event more than 45 days after the Closing Date, the Corporation shall cause its independent public accounting firm to prepare and deliver to the Investors a statement (the "Post-Closing Statement") setting forth in reasonable detail the accounting firm's calculation of the Shareholders Equity Amount. The "Shareholders Equity Amount"
Sample 1
Shareholders Equity Adjustment. The shareholders’ equity adjustment shall be equal to the amount, if any, by which the Shareholders’ Equity as of the close of business on September 30, 2007 (“Closing Shareholders’ Equity”) differs from $24,124,711.00, which is the Shareholders’ Equity set forth in the 2006 Company Financial Statements (the “Shareholders’ Equity Adjustment”). The Shareholders’ Equity Adjustment shall exclude any profit, loss, assets or liabilities accrued, recorded or otherwise applied to Total Assets or Total Liabilities in respect of the 2008 Underwriting Year, including but not limited to premiums, expense reimbursement allowances, agents’ commission expense and losses. The Shareholders’ Equity Adjustment shall be decreased by the amount, if any, that the Companies’ actual operating expenses (determined in accordance with GAAP, applied on a basis consistent with the Companies’ accounting principles, practices, methodologies and policies used in the preparation of the Company Financial Statements and accounting for the accrual, deferral and recognition of items of income and expense including without limitation administration and overhead and loss adjustment expense in the same manner as the 2006 Company Financial Statements) exceed, in the aggregate and not on a line item basis, the budgeted operating expenses set forth in Schedule 2.2(b) for the period from October 1, 2007 to the date of Closing. In the event the Closing Shareholders’ Equity is less than $24,124,711.00, the Shareholders’ Equity Adjustment shall be negative and shall reduce the amount of the Purchase Price. In the event the Closing Shareholders’ Equity is greater than $24,124,711.00, the Shareholders’ Equity Adjustment shall be positive and shall increase the amount of the Purchase Price. Payment of the Shareholders’ Equity Adjustment shall be made in accordance with Section 2.3(b).
Sample 1

Related to Shareholders Equity Adjustment

  • Shareholders’ Equity Permit Gannett’s Total Shareholders’ Equity at any time to be less than $3,500,000,000.

  • Minimum Shareholders’ Equity The Borrower will not permit Shareholders’ Equity at the last day of any fiscal quarter of the Borrower to be less than $500,000,000 plus 25% of the net proceeds of the sale of Equity Interests by the Borrower and its Subsidiaries after the Ninth Amendment Effective Date (other than proceeds of sales of Equity Interests by and among the Borrower and its Subsidiaries).

  • STOCKHOLDERS' EQUITY As at any date of determination, the sum of (a) the capital accounts including common stock and preferred stock, but excluding treasury stock of the Borrower plus (b) the earned surplus and capital surplus of the Borrower (excluding adjustments to translate foreign assets and liabilities for changes in foreign exchange rates made in accordance with Financial Accounting Standards Board Statement No. 52), as determined in accordance with GAAP.

  • Annual Adjustment At the end of each Fiscal Year and following receipt by Manager of the annual accounting referred to in Article 10, an adjustment will be made to such annual account, if necessary and if available, so that the appropriate amount shall have been deposited in the Reserve.

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

  • Annual Adjustments Base Rent shall be increased on each annual anniversary of the first day of the first full month during the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.

  • Tax Adjustment Tenant shall pay, as Additional Charges, an amount (hereinafter referred to as the “Tax Adjustment Amount”) equal to Tenant’s Expense Share of the amount of Taxes incurred with respect to each Lease Year; except that Tenant shall be required to pay only a pro rata amount of the Tax Adjustment Amount for the Lease Years in which the first and last days of the Term occur pro rated on a per diem basis. Tenant shall not, however, have any right to audit Landlord’s books and records pertaining to Taxes. The Tax Adjustment Amount with respect to each Lease Year shall be paid in monthly installments in advance on the first day of each and every calendar month during such Lease Year, commencing on the Commencement Date, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. Following receipt of actual tax bills, Landlord shall deliver to Tenant a statement setting forth (i) the actual Tax Adjustment Amount for such Lease Year; (ii) the total of the estimated monthly installments of the Tax Adjustment Amount paid to Landlord for such Lease Year; and (iii) the amount of any excess or deficiency with respect to such Lease Year. Tenant shall pay any deficiency to Landlord as shown by such statement within 30 days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Lease Year exceeds the actual Tax Adjustment Amount due from Tenant for such Lease Year, at Landlord’s option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder.

  • Maximum Consolidated Leverage Ratio The Consolidated Leverage Ratio at any time may not exceed 0.75 to 1.00; and

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Salary Adjustment The salary of an employee returning from uncompensated leave shall be adjusted to reflect all non-discretionary increases distributed during the period of leave. While on such leave, an employee shall be eligible to participate in any special salary incentive programs.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!