Adjusted Equity Sample Clauses

Adjusted Equity. (a) Within five (5) Business Days prior to the Closing Date, the Company shall have delivered to Acquiror a closing balance sheet for the Company as of the end of the immediately preceding month, prepared in all material respects in conformity with past practices and policies of Company and its Subsidiaries and in accordance with GAAP applied on a basis consistent with the preparation of the Company Financial Statements. The closing balance sheet shall reflect stockholders’ equity as adjusted to reflect the following adjustments, specification and changes: (i) the impact of the accumulated other comprehensive income shall be excluded; (ii) all Transaction Expenses shall be excluded; and (iii) the expenses associated with the termination and liquidation of the employment agreements set forth in Section 3.12(b) of the Company Disclosure Schedules shall be excluded (the “Adjusted Equity”). For purposes of the calculation of the Adjusted Equity, “Transaction Expenses” shall include, without limitation, investment banking fees, legal fees, accounting fees, costs associated with mailing the Proxy Statement, costs associated with the termination of Company Material Contracts, each of which shall be paid by or accrued for by the Company through the Closing Date. Acquiror shall have had an opportunity to review and comment on such estimated balance sheet. Such estimated closing balance sheet, as revised to reflect any comments agreed to by Company and Acquiror, is referred to as the “Closing Balance Sheet.” (b) If the Company Closing Balance Sheet reflects the Adjusted Equity greater than or equal to $95,549,088 (the “Company Minimum Adjusted Net Worth”), then there will be no adjustment to the Common Stock Merger Consideration. If the Closing Balance Sheet reflects the Adjusted Equity less than the Company Minimum Adjusted Net Worth, the Common Stock Merger Consideration shall be reduced as set forth in Section 2.1(b).