Net Worth Adjustment Amount definition

Net Worth Adjustment Amount means the Closing Date Net Worth minus $1,174,000,000.

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Net Worth Adjustment Amount means (i) as to any Fiscal Year beginning with the Fiscal Year ending December 31, 2003, fifty percent (50%) of the Borrower's Consolidated Net Income (without any deduction for loss) for such Fiscal Year determined on a cumulative basis in accordance with GAAP and (ii) for any first, second or third Fiscal Quarter of the Borrower, beginning with the Fiscal Quarter ending March 29, 2003, fifty percent (50%) percent of the amount of Consolidated Net Income (or loss) as reflected in the quarterly financial statements required to be delivered to Agent under Section 8.08(a) hereof, calculated on a quarterly (cumulative) basis. For purposes of determining the minimum Consolidated Tangible Net Worth required to be maintained:

Net Worth Adjustment Amount has the meaning ascribed thereto in Section 3.8.

Examples of Net Worth Adjustment Amount in a sentence

Borrower and its Restricted Subsidiaries shall maintain at all times a Consolidated Tangible Net Worth of not less than the $56,000,000, plus, or minus, as the case may be, the Net Worth Adjustment Amount.
The Accounting Firm shall act as an arbitrator to determine, based solely on presentations by Buyer and Aon, and not by independent review, only those issues still in dispute with respect to the Net Worth Adjustment Amount.
If Asset Seller delivers a Statement of Objections within the Review Period, Asset Seller and Buyer shall negotiate in good faith to resolve such objections, and if the objections are resolved by a written agreement between Buyer and Asset Seller, that resolution shall be final and binding on the parties and shall be used in computing such Tangible Net Worth Adjustment Amount.
The Seller shall pay the Purchaser the Net Worth Adjustment Amount at the date and time of closing following the acceptance or deemed acceptance of the Financial Statements and Purchased Assets, or, as the case may be, the rendering of the arbitration award in connection therewith.
The purchase price for the Shares shall be equal to $2,400,000,000 (Two Billion Four Hundred Million Dollars) (the “Base Purchase Price”), plus (or, if a negative amount, minus the absolute value of) the Net Worth Adjustment Amount (the Base Purchase Price, as adjusted by the Net Worth Adjustment Amount, the “Purchase Price”).
First, the “Adjusted Base Amount” shall be calculated by subtracting (A) the Net Worth Adjustment Amount, from the product of (B)(1) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio, multiplied by (3) the Closing Parent Common Stock Price (such product, the “Base Amount”).
Promptly after the final and binding determination of the Purchase Price pursuant to Section 3.2 of the Merger Agreement and upon receipt of notice jointly executed by Parent and the Shareholder Representative, the Escrow Agent shall deliver to Parent the Net Worth Adjustment Amount.
The purchase price for the Shares shall be equal to $352,000,000 (Three Hundred Fifty-Two Million Dollars) (the “Base Purchase Price”), plus (or, if a negative amount, minus the absolute value of) the Net Worth Adjustment Amount (the Base Purchase Price, as adjusted by the Net Worth Adjustment Amount, the “Purchase Price”).
The Notice of Disagreement will set forth in reasonable detail the basis for such dispute, the amounts involved and Sellers’ determination of the amount of the Closing Date Net Worth and the Net Worth Adjustment Amount.
Maintain, as of the last day of each fiscal quarter of Holdings, Consolidated Tangible Net Worth of not less than the sum of $12,500,000 plus the Tangible Net Worth Adjustment Amount.

More Definitions of Net Worth Adjustment Amount

Net Worth Adjustment Amount means the sum of (i) as to any fiscal year of the Borrowers, the greater of (a) - 0 - and (b) 50% of the net income of Aeroflex and its Subsidiaries for such fiscal year determined in accordance with GAAP and (ii) 75% of the sum of all net cash proceeds received by the Borrowers (x) from the issuance of any Capital Stock after the date of this Agreement and/or (y) the incurrence of any Permitted Subordinated Debt in addition to that existing on the date of this Agreement. For purposes of determining the minimum Consolidated Effective Net Worth required to be maintained, the Net Worth Adjustment Amount shall be determined as at the last day of each fiscal year of the Borrowers and shall be added, on a cumulative basis, to the minimum Consolidated Effective Net Worth required to be maintained for the next succeeding Net Worth Period. Such minimum Consolidated Effective Net Worth shall be maintained at all times during the Net Worth Period beginning on such date until the last day of the immediately following fiscal year at which time and at each subsequent fiscal year end the minimum Consolidated Effective Net Worth required to be maintained shall again be increased and maintained accordingly.

Net Worth Adjustment Amount at any time, an amount equal to 50% of the aggregate gain (calculated on a pre-tax basis) realized by the Borrower and its Subsidiaries subsequent to July 29, 1996 in respect of the sale of the Capital Stock of any Person (including, but not limited to, CellStar, but excluding the Borrower or any of its Subsidiaries).

Net Worth Adjustment Amount means an amount, as at any date of determination, equal to the sum of (a) the amount, without duplication, of non-cash charges, liability accruals, and/or write-offs of tangible assets resulting from the Conversion in an amount reasonably approved by Administrative Agent and Syndication Agent, plus (b) the aggregate amount, without duplication, of the adjustments resulting from loss on sale and/or non-cash charges to the carrying values and/or book value of any Healthcare Assets to the extent permitted under this Agreement, for any four Fiscal Quarter period then ended on or prior to such date of determination.

Net Worth Adjustment Amount means, for the relevant fiscal quarter, an amount equal to (A) fifty percent (50%) of the positive Consolidated Net Earnings for such fiscal quarter (with no deduction for losses), plus (B) one hundred percent (100%) of the proceeds of any equity offering by the Companies, or any debt offering of the Companies, to the extent converted into equity occurring during such fiscal quarter, minus (C) the aggregate amount of Share Repurchases made pursuant to Section 5.19(b)(iii) hereof during such fiscal quarter (not to exceed Seventy-Five Million Dollars ($75,000,000) for all Share Repurchases during all fiscal quarters subsequent to FQE April 30, 2001).