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 $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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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 parties acknowledge and agree that for purposes of determining the net worth of DGI as of the Closing Date (i), the value of the assets of DGI shall, except with the prior written consent of Buyer, be calculated as provided in the last paragraph of Section 6.9 and (ii) full effect shall be given to the manner in which the Net Worth Target of DGI has been calculated as set forth on Schedule 1.2(b).

  • 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 Independent Accounting Firm shall make its determination of the Closing Net Worth and 1998 Revenues, and the amount, if any, by which each of the Net Worth Target and the Revenue Target respectively exceeds or falls short of the Closing Net Worth and 1998 Revenues determined by the Independent Accounting Firm, within thirty (30) days of its selection.

  • The independent accounting firm shall make its determination of the Actual Net Worth and the amount by which the Net Worth Target exceeds the Actual Net Worth determined by the independent accounting firm (the "Final Consideration Adjustment"), if any, within thirty (30) days of its selection.

  • Notwithstanding anything to the contrary contained in this Agreement, the adjustments set forth in the previous sentence shall not preclude AppNet from exercising any and all of its available remedies (judicial or otherwise) in the event that AppNet incurs liability, loss or damage due to the Company's failure to meet the Net Worth Target or other financial conditions set forth in Section 3.9 of this Agreement.

  • In the event that CCC's Accountant determines that the Actual Closing Net Worth was less than the Net Worth Target, CCC shall deliver a written notice (the "Financial Adjustment Notice") to the Stockholders setting forth (i) the --------------------------- determination made by CCC's Accountant of the Actual Closing Net Worth, and (ii) the amount of the Adjustment to the Base Merger Consideration pursuant to the provisions of Section 2.2(c) (the "Merger Consideration Adjustment").

  • There shall be no reduction to the Net Worth Target with respect to such distribution.

  • DEI and the Company agree that if Estimated Net Worth is less than the Net Worth Target, then DEI shall deliver to Holding Company at the Closing by cashier's check or wire transfer in immediately available funds the amount by which Estimated Net Worth is less than the Net Worth Target (the "Net Worth Payment").

  • 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.


More Definitions of Net Worth Target

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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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 is defined in Section 2.1(b).
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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.
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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

  • 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 means, as of any date, (a) Total Asset Value minus (b) the sum of (i) Consolidated Total Debt and (ii) to the extent included in the calculation of Total Asset Value, goodwill and other intangible assets (other than deferred leasing intangibles).

  • 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 any Guarantor shall mean at any time, the greater of (x) $0 and (y) the amount by which the fair saleable value of such Guarantor’s assets on the date of the respective payment hereunder exceeds its debts and other liabilities (including contingent liabilities, but without giving effect to any of its obligations under this Agreement or any other Loan Documents) on such date.

  • Target Net Working Capital Amount means $5,000,000.

  • EBITDA means, with respect to any Person for any period, the net income for such Person for such period plus the sum of the amounts for such period included in determining such net income in respect of (i) interest expense, (ii) income tax expense, and (iii) depreciation and amortization expense, in each case as determined in accordance with GAAP.

  • 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.

  • Annual EBITDA means, with respect to any Project or Minority Holding, as of the first day of each fiscal quarter for the immediately preceding consecutive four fiscal quarters, an amount equal to (i) total revenues relating to such Project or Minority Holding for such period, less (ii) total operating expenses relating to such Project or Minority Holding for such period (it being understood that the foregoing calculation shall exclude non-cash charges as determined in accordance with GAAP). Each of the foregoing amounts shall be determined by reference to the Borrower’s Statement of Operations for the applicable periods. An example of the foregoing calculation is set forth on Exhibit G hereto.

  • 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 means, with respect to a Property for any given period, Net Operating Income of such Property for such period minus Capital Reserves for such period.

  • 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.