Net Worth Target definition

Net Worth Target has the meaning set forth in Section 2.4(a).
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Net Worth Target is defined in Section 2.3.
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Net Worth Target means $1,145,921, assuming the payment of the Sprinkle and the Pre-Closing Distribution (as such terms are defined herein).
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Examples of Net Worth Target in a sentence

  • To the extent the Net Worth is less than the Net Worth Target, the Initial Payment shall (on a post-closing basis pursuant to Section 2.4(b)) be decreased on a dollar-for-dollar basis by an amount equal to such deficit.

  • The Company's net worth (i) as of the end of its most recent fiscal year was not less than $3,200,000, and (ii) as of the Closing will not be less than the Net Worth Target.

  • The Acquisition Agreement would contain a Net Worth Target ($2,200,000) and a Net Working Capital Target ($1,700,000).

  • To the extent the Net Worth is less than the Net Worth Target, the Initial Payment shall (on a post-closing basis pursuant to Section 2.4(b) be decreased on a dollar-for-dollar basis by an amount equal to such deficit.

  • The costs of the independent accounting firm shall be borne by the party (either Buyer or the Members as a group) whose determination of the Company's net worth at Closing was further from the determination of the independent accounting firm, or equally by Buyer and the Members in the event that the determination by the independent accounting firm is equidistant between the Net Worth Target and the Actual Company Net Worth.

  • The Stockholders (and not the Company) have and will pay the fees, expenses and disbursements of the Stockholders, the Company, and their agents, representatives, financial advisers, accountants and counsel incurred in connection with the subject matter of this Agreement; provided, however, that the Company may pay any such expenses, on behalf of the Stockholders to the extent such payment does not cause the Actual Company Net Worth to be less than the Net Worth Target.

  • To the extent that the Net Worth Statement reflects a Diamond Net Worth less than $3,225,000 (without taking into account the stockholder loan being released on the Closing Date) (the "Net Worth Target"), the Purchase Price shall be reduced by the amount of such deficiency, and the Escrow Agent shall pay to the Buyer a portion of the Escrow Funds that is equal to such deficiency as provided in the Escrow Agreement.

  • To the extent that Century has not received a release from all such brokers, agents, representatives, accountants and counsel for such fees, expenses and disbursements, AppNet shall have the authority to pay the same at Closing and reduce the Cash Merger Consideration by the amount of such payments (but in the case of the payment to NMS only to the extent that such payments result in Century's Net Worth failing to meet or exceed the Net Worth Target).

  • The Company may take actions described in clauses (c), (d) or (e) of Section 5.7 and pay fees and expenses arising in connection with the transactions described in this Agreement, provided that the amounts so expended and liabilities so incurred do not cause the Actual Net Worth as of the Closing Date to be less than the Net Worth Target.

  • Provided, however, that for purposes of computing the Net Worth Target, and for purposes of determining the Actual Company Net Worth (as defined below) pursuant to the Post-Closing Audit (as defined below), the adjustments set forth on Schedule 7.8 shall be taken into account.


More Definitions of Net Worth Target

Net Worth Target means (i) negative One Million Two Hundred Forty-Four Thousand Dollars (<$1,244,000>) plus (ii) all amounts outstanding (including without limitation all interest accrued) as of the Closing Date under the Working Capital Notes, expressed as a negative dollar amount. By way of example, if the aggregate amount outstanding under Working Capital Notes on the Closing Date is $500,000, the Net Worth Target will be negative One Million Seven Hundred Forty-Four Dollars (<$1,744,000>).
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Net Worth Target means $5 million. "Parent Common Stock" shall mean shares of the common stock, no par value, of Parent. "Shareholder" shall mean each holder of any Company Capital Stock immediately prior to the Effective Time. "DEI Taxes" shall mean (i) all Taxes relating to any period (or portion of any period) ending on or prior to the Closing Date of the Company or its Subsidiaries including those attributable to their assets, operations or employees for any period (or portion of any period) ending on or prior to the Closing Date (not including any Tax incurred other than in the ordinary course of business after the Effective Time on the Closing Date), including without limitation any Taxes of the Company or any such Subsidiaries arising as a result of the Company Merger or the Company's or any Subsidiary of the Company during such period ceasing to be a member of a consolidated, combined, or unitary group during such period, (ii) any liability of the Company or any of its Subsidiaries that is attributable to any consolidated, combined or unitary group of which the Company or any of its Subsidiaries is a member prior to the Closing Date under Treas. Reg. Section 1.1502-6 (or any comparable provision of foreign, state or local law) or (iii) any liability of the Company or any of its Subsidiaries for any period (or portion thereof) ending prior to the Effective Time under any Tax sharing, Tax indemnity, Tax allocation or similar agreement or arrangement entered into on or prior to the Effective Time, other than this Agreement, or the Tax Sharing Agreement attached hereto as Exhibit E (the Tax Sharing Agreement"); provided, however, that notwithstanding anything in this Agreement to the contrary, DEI Taxes shall not include any Taxes (i) for which Parent and Holding Company are required to indemnify DEI pursuant to Section 7.7 hereof, or (ii) which Parent has agreed to share pursuant to Section 5.21(a)(iii) hereof. "Total Outstanding Company Shares" shall be the aggregate number of shares of Company Capital Stock outstanding immediately prior to the Effective Time. ARTICLE II
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Net Worth Target is defined in Section 2.1(b).
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Net Worth Target means $85.3 million if the Closing occurs on or prior to May 31, 2000 and shall increase by $1.5 million on the first day of each month thereafter (commencing on June 1, 2000) prior to the Closing Date.
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Related to Net Worth Target

  • Adjusted Tangible Net Worth As of the date of determination thereof, the sum of: (i) Servicer's Tangible Net Worth; plus (ii) one percent (1%) of the amount of Servicer's servicing portfolio, as determined by the Master Servicer in the Master Servicer's reasonable discretion.

  • Minimum Tangible Net Worth means, with respect to the Parent, at any time, the sum of (a) $1,418,939,250 plus (b) 75% of the aggregate net proceeds received by the Parent or any of its Subsidiaries after September 30, 2013 in connection with any offering of Stock or Stock Equivalents of the Parent or its Subsidiaries; provided however, that any such net proceeds used solely for the purpose of redeeming the Parent’s preferred stock shall not be included in such sum.

  • Net Worth means, with respect to any Person, an amount equal to, on a consolidated basis, such Person’s stockholder equity (determined in accordance with GAAP).

  • Net Working Capital Target means $0.00.

  • Property EBITDA means for any property owned by Ventas, Inc. or any of its Subsidiaries as of the date of determination, for any period of time, the net income (loss) derived from such property for such period, before deductions for (without duplication):

  • Consolidated Tangible Net Worth means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on that date minus the Intangible Assets of the Borrower and its Subsidiaries on that date.

  • Effective Tangible Net Worth means the Borrower’s stated net worth plus Subordinated Debt but less all intangible assets of the Borrower (i.e., goodwill, trademarks, patents, copyrights, organization expense, and similar intangible items including, but not limited to, investments in and all amounts due from affiliates, officers or employees).

  • Tangible Net Worth is, on any date, the consolidated total assets of Borrower and its Subsidiaries minus, (i) any amounts attributable to (a) goodwill, (b) intangible items such as unamortized debt discount and expense, Patents, trade and service marks and names, Copyrights and research and development expenses except prepaid expenses, and (c) reserves not already deducted from assets, and (ii)

  • Adjusted Consolidated Net Worth means, at any date, without duplication, the sum of (a) the consolidated shareholders’ equity, determined in accordance with GAAP, of the Guarantor and its Consolidated Subsidiaries, plus (b) the aggregate Hybrid Instrument Amount plus (c) the VA Adjustment Amount; provided that, in determining such Adjusted Consolidated Net Worth, there shall be excluded (i) any “Accumulated Other Comprehensive Income (Loss)” shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries prepared in accordance with GAAP, (ii) the effect of any election under the fair value option in FASB ASC 825 permitting a Person to measure its financial assets or liabilities at the fair value thereof, and the related tax impact and (iii) all noncontrolling interests (as determined in accordance with Statement of Financial Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial Statements”) shown on the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries.

  • Adjusted Net Worth of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii) the “Net Worth” of each Guarantor shall mean the amount by which the fair saleable value of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guarantee) on such date. Notwithstanding anything to the contrary contained above, any Guarantor that is released from this Guarantee pursuant to Section 18 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section 19, and at the time of any such release, if the released Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Guarantors shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Guarantors. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 19, each Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Guarantor in respect of such payment until all of the Guaranteed Obligations have been irrevocably paid in full in cash. Each of the Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive its contribution right against any Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Required Lenders.

  • Target Net Working Capital Amount means $0.

  • EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

  • LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

  • Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.

  • Annualized Consolidated EBITDA means, for any quarter, the product of Consolidated EBITDA for such period of time multiplied by four (4).

  • Consolidated Tangible Net Assets means, on any date of determination and with respect to any Person at any time, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of such Person and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(i) as of such date of determination, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the consolidated current liabilities of such Person and its Consolidated Subsidiaries appearing on such balance sheet.

  • Target Net Working Capital means $0.

  • Consolidated Net Worth means at any time the consolidated stockholders’ equity of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.

  • Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus

  • Book Net Worth means the aggregate of the common and preferred stockholders' equity in the Borrower, determined in accordance with GAAP.

  • Adjusted Consolidated Net Tangible Assets means (without duplication), as of the date of determination, the remainder of:

  • TTM EBITDA means, as of any date of determination, EBITDA of Borrower determined on a consolidated basis in accordance with GAAP, for the 12 month period most recently ended.

  • Adjusted Net Operating Income or “Adjusted NOI” means, for any period, the Net Operating Income of the applicable Hotel Properties for such period, subject to the following adjustments:

  • Good Value means that the Benchmarked Rates are within the Upper Quartile;

  • Annualized EBITDA means, for the four consecutive quarters ending on each Reporting Date, the Operating Partnership’s Pro Rata Share (as defined below) of earnings before interest, taxes, depreciation and amortization (“EBITDA”), with other adjustments as are necessary to exclude the effect of all realized or unrealized gains and losses related to hedging obligations, items classified as extraordinary items and impairment charges in accordance with generally accepted accounting principles, adjusted to reflect the assumption that (i) any EBITDA related to any assets acquired or placed in service since the first day of such four-quarter period had been earned, on an annualized basis, from the beginning of such period, and (ii) any assets disposed of during such four-quarter period had been disposed of as of the first day of such period and no EBITDA related to such assets had been earned during such period.

  • Consolidated Adjusted Net Worth means, as of any day for the Consolidated Group, the sum of (a) total shareholders’ equity or net worth plus (b) accumulated depreciation and accumulated amortization, in each case, determined on a consolidated basis in accordance with GAAP; but excluding, in any event, for purposes hereof, unrealized gains and losses on Swap Contracts reported on a consolidated balance sheet as accumulated other comprehensive income or loss.