Closing Equity definition

Closing Equity means the consolidated total assets of Company as of the Closing Date less the consolidated total liabilities of Company as of the Closing Date, in each instance computed in accordance with the Agreed Accounting Principles, and in any case unaffected by the election made pursuant to Section 338 of the Code.

Closing Equity means the consolidated stockholders equity of the Company (plus any net intercompany amounts due to Seller that are forgiven pursuant to Section 12.2 hereof) as reflected in the Closing Balance Sheet (as defined in Section 4.1).

Closing Equity shall be defined as the assets of the Company reduced by its liabilities as shown in the Closing Balance Sheet with the following clarifications, adjustments, and exceptions (regardless of whether such clarifications, adjustments, and exceptions are in accordance with GAAP, GAAS, or the Company's past practices):

Examples of Closing Equity in a sentence

• The "Purchase Price" shall be $500,000,000 (Five Hundred Million Dollars) (the "Base Price") adjusted by the Closing Equity Adjustment Amount (which may be a negative number).

• The "Estimated Purchase Price" shall be the Base Price as adjusted by the Estimated Closing Equity Adjustment Amount (as defined below) (which shall not exceed a positive $5,000,000 and which may be a negative number).

• Such notice shall be accompanied by the consolidated balance sheet of the Company used to prepare the Initial Closing Equity Statement (the "Initial Balance Sheet"), together with the related estimated statement of results of operation and cash flows for the period from December 28, 1998 to the Closing Date used to prepare the Initial Balance Sheet.

• For purposes of this Agreement, “Equity Award Adjustment Amount” means an amount (positive or negative) equal to the product of (a) the difference of (i) the Seller Closing Equity Award Value minus (ii) the Seller Pre-Signing Equity Award Value, multiplied by (b) sixty percent (60%).

• To the extent Parent enforces any Equity Commitment Letter or Rollover Agreement, as applicable, at the direction of the Majority Holder, Parent shall not attempt to enforce any Closing Equity Commitment Letter or Rollover Agreement, as applicable, until the Closing Conditions have been satisfied or validly waived as permitted hereunder.

More Definitions of Closing Equity

Closing Equity means, as of the Closing Date, the amount by which (a) the assets of the Company (net of appropriate reserves) on such date are greater than (b) the liabilities of the Company on such date, in each such case as determined in accordance with GAAP applied in a manner consistent with that used to prepare the 2000 Balance Sheet (as described on SCHEDULE 4.07(b)(ii) hereto). If, as of any date, the amount referred to in clause (b) of the immediately preceding sentence is greater than the amount referred to in clause (a) of such sentence, the amount of Closing Equity as of such date shall be a negative number.

Closing Equity means the number of Units held by a Unitholder as of the date of its initial Capital Contribution, provided that for purposes of any calculation comparing a Unitholder’s ownership of equity in the LLC with such Unitholder’s Closing Equity, the effect of (i) any recapitalization or exchange or conversion of securities of the LLC, (ii) any redemption or repurchase of securities of the LLC or (iii) any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units, in each case which occurs between the date of its initial Capital Contribution and the date of such calculation and which is pro rata in effect, shall be disregarded.

Closing Equity means the net book value of the Assets minus the Liabilities as of the Closing subject to the following sentence. For purposes of calculating the Closing Equity, (A) the following shall specifically be included as Liabilities (whether or not consistent with GAAP): (i) the Transaction Success Payments, and (ii) a liability reserve of $2 million related to severance costs (other than any payments under the Letters of Understanding), which may be incurred after the Closing in excess of Purchaser's two weeks' severance practice and (B) the following items specifically shall be excluded from the Assets and the Liabilities (whether or not consistent with GAAP): (i) all goodwill; (ii) all Business Continuation Payments; (iii) all Debt Obligations released at or prior to the Closing pursuant to Section 6.06; and (iv) other than as provided in (A)(ii) above, all severance and other similar payments or obligations of the Company incurred or to be incurred under any Contract or Employee Plan as a result of any actions taken or to be taken by the Purchaser or the Company following the Closing.

Closing Equity has the meaning set forth in Section 1.5(b).

Closing Equity means the sum of those amounts Invested as equity in Holdco by the Controlling Shareholders and the Co-Investors from and after April 1, 2002 (approximately $71,000,000 of which will consist of cash and the remainder of which will consist of debt securities).

Closing Equity means the difference between the value of the Company's total assets and its total liabilities (excluding the Excluded Liabilities), as shown on the Estimated Closing Balance Sheet or the Final Closing Balance Sheet or the Adjusted Closing Balance Sheet, as applicable.

Closing Equity has the meaning set forth in the recitals.