Stockholders' Equity Adjustment Sample Clauses

Stockholders' Equity Adjustment. Upon determination of the Closing Date Balance Sheet, the Purchase Price shall be increased or decreased (as appropriate), on a dollar for dollar basis, to the extent (if any) by which the Closing Date Stockholder's Equity (as defined above in Section 2.3(a)(i)), as shown on the Closing Date Balance Sheet, is greater than or less than (as the case may be) the sum of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00). The Purchase Price shall be (i) decreased pursuant to this Section 2.3(b) if the Closing Date Stockholder's Equity is less than $1,350,000.00 or (ii) increased pursuant to this Section 2.3(b) if the Closing Date Stockholder's Equity is greater than $1,350,000.00. In determining the Closing Date Stockholder's Equity, no accounts payable from parties related by blood or marriage to the current officers, directors or shareholders of the Acquired Companies shall be considered to be assets of the Acquired Companies.
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Stockholders' Equity Adjustment. (i) In the event that there is a Stockholders' Equity Deficiency (as defined below) with respect to TBC as determined solely by the Closing Balance Sheet, the Payment Agent shall pay to the Buyer an amount equal to the Stockholders' Equity Deficiency with respect to TBC. Any payments required to be made by the Payment Agent pursuant to this Section 3.1(b) (a "STOCKHOLDERS' EQUITY ADJUSTMENT") shall be made (without any contribution or set-off) within ten days of the date of final determination of the Stockholders' Equity Deficiency by wire transfer of immediately available funds to an account designated by the Buyer.
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Stockholders' Equity Adjustment 
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Related to Stockholders' Equity Adjustment

  • 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 Stockholders’ Equity After the Effective Date, the Borrower will not permit Stockholders’ Equity as of the last day of any fiscal quarter of the Borrower to be less than the sum of (i) $394,077,101 plus (ii) 50% of the aggregate net proceeds of all sales of Equity Interests by the Borrower after the Effective Date.

  • 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).

  • Total Shareholder Return (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto.

  • Minimum Consolidated Adjusted EBITDA The Borrowers will maintain, as of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2009, Consolidated Adjusted EBITDA for the four Fiscal Quarters then ended of not less than $22,500,000.

  • 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.

  • Market Capitalization At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1

  • Adjusted Leverage Ratio The Borrower shall not permit the Adjusted Leverage Ratio as at the end of any Fiscal Quarter to be greater than the following for the respective periods set forth below: Period Adjusted Leverage Ratio Closing Date to and including March 27, 2004 3.75:1.00 March 28, 2004 to and including June 26, 2004 4.75:1.00 June 27, 2004 to and including July 2, 2005 5.60:1:00 July 3, 2005 and any time thereafter 5.25:1.00

  • Maximum Consolidated Leverage Ratio As of the last day of each Fiscal Quarter of the Borrower (commencing with the Fiscal Quarter ending March 31, 2018), the Borrower shall not permit the Consolidated Leverage Ratio to be greater than 0.60 to 1.00.

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