Shareholders’ Equity and Reserves Sample Clauses

Shareholders’ Equity and Reserves. As of the last business day of the month immediately preceding the month of the Effective Date (the “Shareholders’ Equity Measuring Date”), (i) the Adjusted Shareholders’ Equity of the Company shall not be less than $45,900,000 on the Shareholders’ Equity Measuring Date and (ii) the Company’s ALL shall not be less than $3,800,000, in each case as determined in accordance with GAAP. For purposes of this Section 7.03(e), “Adjusted Shareholders’ Equity” means the equity of the Company as set forth on the Closing Financial Statements (as defined in Section 7.03(e) below) (provided that unrealized gains or losses in the Company’s securities portfolio due to xxxx-to-market adjustments as of the Shareholders’ Equity Measuring Date shall not affect Adjusted Shareholders’ Equity) plus the sum of (v) all amounts paid or accrued in connection with any actions taken pursuant to Section 6.17 to the extent that such actions were not necessary to bring the Company into conformity with GAAP or any rule or regulation of any Regulatory Authority, (w) all expenses of all attorneys, accountants, investment bankers and other advisers and agents for the Company for services rendered solely in connection with the transaction contemplated by this Agreement, including actions taken pursuant to Sections 6.21 and 6.22, (x) all amounts paid or accrued relating to severance, retention or change of control costs, (y) any costs associated with the termination of the 401(k) Plan and the BOLI, and (z) the aggregate amount paid by the Company, if any, in order to satisfy its obligation to cancel the Company Stock Options pursuant to Section 6.18.
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Shareholders’ Equity and Reserves. The sum of (i) the Adjusted Shareholders’ Equity (as hereinafter defined) of the Company and (ii) the Company’s ALL (the “Combined Target”), as of the last business day of the latest month reflected in the Closing Financial Statements (the “Shareholders’ Equity Measuring Date”), shall not be less than $72,747,000, in each
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Shareholders’ Equity and Reserves. The Adjusted Shareholders’ Equity (as hereinafter defined) of the Company, as of December 31, 2006, shall not be less than $222 million. For purposes of this 10.01(g), “Adjusted Shareholders’ Equity” means the total shareholders’ equity of the Company as of December 31, 2006, determined in accordance with GAAP consistent with the financial statements contained in the Company SEC Filings, minus (i) any unrealized gains or plus any unrealized losses (as the case may be) in the Company’s securities portfolio due to mxxx-to-market adjustments as of December 31, 2006 and (ii) the exercise price of any Company Stock Options exercised after the date hereof and prior to December 31, 2006, plus all Fees paid or accrued for prior to December 31, 2006, but in no event more than the after-tax amount set forth in Section 6.05 of the Company Disclosure Schedule, on an after-tax basis as reflected in the financial statements of the Company for the year ended December 31, 2006. Parent shall have received a certificate signed on behalf of the Company by its Chief Executive Officer and Chief Financial Officer, certifying to the fulfillment of the condition stated in this Section 10.01(f).
Sample 1
Shareholders’ Equity and Reserves. As of the end of the month immediately preceding the Effective Date, (i) the shareholders' equity of the Company shall not be less than $18.553 million and (ii) the Company's ALL shall not be less than $1.845 million, in each case as determined in accordance with GAAP.
Sample 1
Shareholders’ Equity and Reserves. A. As of the last business day of the month immediately prior to the Effective Date (the "Shareholders' Equity Measuring Date"), (i) the shareholders' equity of Heritage BHC, computed in accordance with GAAP, excluding any FAS 115 adjustments through the Shareholders' Equity Measuring Date and the aggregate amount of the change in control payment listed on Schedule 3.14 and including estimated earnings of Heritage BHC through the Effective Date, shall not be less than $18,450,000 (the "Shareholders' Equity Minimum") and (ii) the allowance for loan losses of the Bank ("ALL") shall not be less than $1,491,447, in each case as determined in accordance with GAAP; provided, however, that in the event that the shareholders' equity is less than the Shareholders' Equity Minimum, then the aggregate Merger Consideration to be paid to the holders of Heritage BHC Stock shall be reduced on a dollar-for-dollar basis by the amount by which the shareholders' equity is less than the Shareholders' Equity Minimum. B. At least twenty (20) days prior to the Effective Date, Heritage BHC shall prepare and deliver to State National BHC a schedule containing Heritage BHC's shareholders' equity as calculated in accordance with this Section 8.13 ("Equity Schedule"), which Equity Schedule shall (i) provide the basis for the calculation of the shareholders' equity, and (ii) attach any supporting documentation reasonably requested by State National BHC in connection with such calculation. State National BHC shall have five (5) days from its receipt of the Equity Schedule to deliver a written notice to Heritage BHC of its objection to the calculation of the shareholders' equity ("Equity Notice"), which notice shall specify in reasonable detail the nature of the dispute and the amount or amounts in dispute. If State National BHC (i) does not timely deliver an Equity Notice or (ii) delivers written notice to Heritage BHC of its agreement to the Equity Schedule, then, in either case, the Equity Schedule, as well as the calculation and amount of shareholders' equity set forth therein, shall become final and binding. If State National BHC timely delivers an Equity Notice, the disagreement shall be referred to an independent public accounting firm in the United States that is mutually acceptable to Heritage BHC and State National BHC. The independent public accounting firm will act as arbitrator and will issue a report resolving all disputes as to the shareholders' equity of Heritage BHC in a...
Sample 1
Shareholders’ Equity and Reserves. As of the last business day of the month immediately preceding the Effective Time (the "Shareholders' Equity Measuring Date"), (i) the Adjusted Shareholders' Equity of the Company shall not be less than $6,100,000 and (ii) the Company's ALL shall not be less than $590,000, in each case as determined in accordance with GAAP. For purposes of this Section 7.03(e), "Adjusted Shareholders' Equity" means the equity of the Company as set forth on the Closing Financial Statements (as defined in Section 7.03(g) below), excluding any gains or losses on or changes in fair market value of securities of the Company from such calculation, and adding the sum of (w) all amounts paid or accrued in connection with any actions taken pursuant to Sections 6.07 and 6.18 to the extent that such actions were not necessary to bring the Company into conformity with GAAP or any applicable rule or regulation of any Regulatory Authority, (x) all fees, expenses of all attorneys, accountants, investment bankers and other advisors and agents for the Company for services rendered solely in connection with the transaction contemplated by this Agreement and paid or accrued by the Company and (y) the aggregate amount paid by the Company, if any, in order to satisfy its obligation to take all action as may be necessary to cancel the Company Stock Options pursuant to Section 6.19.
Sample 1
Shareholders’ Equity and Reserves. As of the last business day of the month immediately preceding the month of the Effective Date (the “Shareholders’ Equity Measuring Date”), (i) the Adjusted Shareholders’ Equity of the Company shall not be less than $15,700,000 on the Shareholders’ Equity Measuring Date and (ii) the Company’s ALL shall not be less than $1,300,000, in each case as determined in accordance with GAAP. For purposes of this Section 7.03(e), “Adjusted Shareholders’ Equity” means the equity of the Company as set forth on the Closing Financial Statements (as defined in Section 7.03(f) below) (provided that gains or losses in the Company’s securities portfolio between the date hereof and the Effective date shall not affect Adjusted Shareholders’ Equity) plus the sum of (x) all amounts paid or accrued in connection with any actions taken pursuant to Section 6.20 to the extent that such actions were not necessary to bring the Company into conformity with GAAP or any rule or regulation of any Regulatory Authority, (y) all expenses of all attorneys, accountants, investment bankers and other advisers and agents for the Company for services rendered solely in connection with the transaction contemplated by this Agreement and (z) the aggregate amount paid by the Company, if any, in order to satisfy its obligation to cancel the Company Stock Options pursuant to Section 6.21.
Sample 1
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Related to Shareholders’ Equity and Reserves

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

  • 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.

  • 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).

  • Consolidated Senior Leverage Ratio As of the end of each fiscal quarter of the members of the Consolidated Group, the Consolidated Senior Leverage Ratio shall not be greater than the ratio set forth below: Fiscal Quarter End Ratio ------------------ ----- December 31, 2000 3.00:1.0 March 31, 2001 3.10:1.0 June 30, 2001 3.10:1.0 September 30, 2001 2.75:1.0 December 31, 2001 and thereafter 2.50:1.0 1.6 Clause (c) of Section 7.9 of the Credit Agreement is amended to read as follows:

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Minimum Consolidated Fixed Charge Coverage Ratio The Consolidated Fixed Charge Coverage Ratio shall not be less than 1.50 to 1.00, determined based on information for the most recent fiscal quarter annualized.

  • 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.

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

  • Capitalization Ratio Permit the ratio of Consolidated Debt of the Borrower to Consolidated Capital of the Borrower to exceed .58 to 1.00.

  • Consolidated Net Leverage Ratio Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 4.50:1.00.

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