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.”
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Adjusted Equity. (a) If the Adjusted Equity, as calculated in accordance with Section 1.06(b), is less than the Minimum Equity, then the Total Cash Amount shall be reduced by an amount equal to the Equity Adjustment; provided, that if the amount of the Adjusted Equity is greater than the Minimum Equity, then there shall be no adjustment.
Sample 1

Related to Adjusted Equity

  • Consolidated Total Leverage Ratio Permit the Consolidated Total Leverage Ratio as of the end of any fiscal quarter of Holdings to be greater than 2.50 to 1.00.

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Consolidated Senior Leverage Ratio The Company will not permit the Consolidated Senior Leverage Ratio on the last day of any fiscal quarter of the Company ending in a period set forth below to exceed the ratio set forth below applicable to such period: Period Maximum Ratio January 1, 2015 to and including June 30, 2016 5.0 to 1.0 July 1, 2016 to and including September 30, 2016 4.5 to 1.0 October 1, 2016 to and including December 31, 2016 4.0 to 1.0 January 1, 2017 and thereafter 3.0 to 1.0 ”

  • Consolidated Net Leverage Ratio Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 4.50:1.00.

  • Shareholders’ Equity Permit Gannett’s Total Shareholders’ Equity at any time to be less than $3,500,000,000.

  • Consolidated Total Liabilities All liabilities of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles and classified as such on the consolidated balance sheet of the Borrower and its Subsidiaries.

  • Adjusted Quick Ratio A ratio of (i) Quick Assets to (ii) Current Liabilities minus the current portion of Deferred Revenue of at least 1.25 to 1.00.

  • Total Net Leverage Ratio Maintain as of the end of each fiscal quarter, a Total Net Leverage Ratio for Quantum and its Subsidiaries, on a consolidated basis, of not greater than the ratio set forth below for each four (4) consecutive fiscal quarter period then ended set forth below: Fiscal Quarter Ending Maximum Total Net Leverage Ratio September 30, 2021 4.25:1.00 December 31, 2021 4.25:1.00 March 31, 2022 Not Tested June 30, 2022 3.50:1.00 September 30, 2022 3.50:1.00 December 31, 2022 3.50:1.00 March 31, 2023 3.50:1.00 June 30, 2023 3.00:1.00 September 30, 2023 3.00:1.00 December 31, 2023 3.00:1.00 March 31, 2024 3.00:1.00 June 30, 2024 3.00:1.00 September 30, 2024 3.00:1.00 December 31, 2024 3.00:1.00 March 31, 2025 3.00:1.00 June 30, 2025 3.00:1.00 December 31, 2025 and each fiscal quarter ending thereafter 3.00:1.00”

  • Consolidated Leverage Ratio Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 2.50 to 1.0.

  • EBITDA The term “EBITDA” shall mean, with respect to any fiscal period, “Consolidated EBITDA” as defined in the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.

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