Adjusted Shareholders’ Equity Clause Samples
The Adjusted Shareholders’ Equity clause defines how a company's shareholders’ equity is calculated after making specific adjustments to the standard accounting figures. Typically, this clause outlines which items are to be added or subtracted from the reported equity, such as excluding intangible assets, revaluing certain investments, or accounting for off-balance-sheet liabilities. Its core practical function is to provide a more accurate and relevant measure of a company's financial position for contractual purposes, ensuring that all parties have a clear and agreed-upon basis for financial assessments or covenants.
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Adjusted Shareholders’ Equity. (a) If the Measurement Date (as determined in accordance with Section 8.11(c)) is January 31, 2004, PCCI shall have Adjusted Shareholders’ Equity equal to or greater than $43,600,000. If the Measurement Date (as determined in accordance with Section 8.11(c)) is March 31, 2004, PCCI shall have Adjusted Shareholders’ Equity equal to or greater than $44,500,000.
(b) For purposes of this Agreement, “Adjusted Shareholders’ Equity” shall be computed as follows (with all such amounts to be determined in accordance with GAAP and consistent with past accounting practices of PCCI):
(i) total shareholders’ equity of PCCI as of the Measurement Date; excluding (ii) the amount of other accumulated comprehensive income or loss of PCCI as of the Measurement Date;
Adjusted Shareholders’ Equity. The Adjusted Shareholders' Equity of Shoreline shall equal or exceed the amount specified in Section (Decrease in Shoreline's Shareholders' Equity).
Adjusted Shareholders’ Equity. 5.28.1 On the first Business Day following the Determination Date, First Western shall deliver to FIBS a statement of the Adjusted Shareholders Equity for each Target Subsidiary, together with financial statements and information used by First Western in calculating the Adjusted Shareholders Equity and such other information as FIBS shall reasonably request. FIBS shall notify First Western in writing of an objection to the statement of Adjusted Shareholders Equity on or before the fifth Business Day following the Determination Date. The parties shall negotiate in good faith to resolve any objections of FIBS. If the aggregate amount of unresolved objections is $5,000,000.00 or less, the parties shall proceed to Closing of the transactions based upon the Adjusted Shareholders Equity and Aggregate Adjusted Shareholders Equity determined by First Western after giving effect to the resolution of any unresolved FIBS objections and the remaining objections shall be resolved in accordance with the procedures set forth below.
5.28.2 Unresolved objections of FIBS shall be resolved following Closing by (a) negotiation of the parties or, if a resolution of all objections is not reached within thirty (30) calendar days following Closing, then (b) the unresolved objections shall be submitted to G▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP. If G▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP is unwilling or unable to accept the engagement, then the unresolved objections shall be submitted to a public accounting firm of national or regional recognition in Montana or South Dakota and otherwise reasonably selected by FIBS (which shall not be the public accounting firm engaged by FIBS during the two years ending on December 31, 2007). The work of the public accounting firm shall (i) be limited solely to the resolution of the unresolved FIBS objections and (ii) be based on written submissions delivered by FIBS and First Western within thirty (30) days following the date the public accounting firm is appointed by FIBS. The public accounting firm shall be required by the terms of the engagement to deliver a resolution of the unresolved objections to the parties within twenty (20) days after receipt of the written submissions and shall be final, binding and conclusive upon and without further recourse by FIBS or First Western. The fees of the public accounting firm shall be borne fifty percent (50%) by FIBS and fifty percent (50%) by First Western.
Adjusted Shareholders’ Equity. The Adjusted Shareholders Equity shall not be less than Fourteen Million Dollars ($14,000,000.00); provided, however, that FCB may waive this condition.
Adjusted Shareholders’ Equity. As of the last business day of the month reflected in the Closing Financial Statements and prior to implementation of the adjustments and
Adjusted Shareholders’ Equity. As of the last Business Day of the month reflected in the Closing Financial Statements (the “Shareholders’ Equity Measuring Date”), the Adjusted Shareholders’ Equity of MLB shall not be less than $5,000,000. For purposes of this Section 6.2(f), “Adjusted Shareholders’ Equity” means the consolidated equity of MLB as set forth in the Closing Financial Statements, exclusive of any Transaction Expenses paid or accrued up to an aggregate maximum of $1,130,000 and the amount of any increase of MLB’s deferred tax asset which is recognized in shareholder equity compared to March 31, 2015. Notwithstanding the foregoing, in lieu of any termination right of OVB or OVCB for failure of this condition, MLB, OVB and OVCB agree that if the Adjusted Shareholders’ Equity is less than $5,000,000, the Merger Consideration shall be reduced by one dollar for each dollar by which the Adjusted Shareholders’ Equity is less than $5,000,000.
Adjusted Shareholders’ Equity. For the purposes of the Closing Financial Statements, "Adjusted Shareholders' Equity" shall be Company's consolidated "Total Shareholders' Equity" as of the Final Statement Date (as defined below), computed in accordance with accounting principles generally accepted in the United States ("GAAP") and in a manner consistent with Company's Form 10-K for the year ended June 30, 2000 and, if required to be filed, the year ending June 30, 2001, and Form 10-Q for the quarter ended March 31, 2001, except such total shareholders' equity shall be adjusted so that no expense shall have been accrued or deduction shall have been made for any of the following:
2.4.1.1 Up to and not exceeding $750,000 in transaction-related expenses that Company has incurred or will incur as a result of the Merger (including, without limitation, its legal, accounting, actuarial, printing, mailing, tax preparation, and investment bankers fees and expenses);
2.4.1.2 Any reserves, accruals, or other charges that Acquiror may request Company to establish or incur and that are established or incurred;
2.4.1.3 Any amounts paid by Company pursuant to option termination agreements under Section 2.1.3 hereof; and -12-
2.4.1.4 Up to the Insurance Amount (as defined in Section 5.9.2) to procure tail insurance coverage if paid by Company pursuant to Section 5.9.2 hereof.
Adjusted Shareholders’ Equity. As of a specified date not more than five (5) business days prior to the Effective Date, FNB shall have received from Vavrinek, Trine, Day & Co., LLP, independent public accountants for ACB, a letter in form and substance satisfactory to FNB, confirming ACB’s Adjusted Shareholders’ Equity as of such specified date (unaudited) as being not less than one hundred percent (100%) of ACB’s Shareholders’ Equity as of December 31, 2014 (audited). For purposes of this Section 6.9, the term “Adjusted Shareholders’ Equity” shall mean Shareholders’ Equity plus transaction expenses actually paid or accrued by ACB consisting of (a) the professional fees and expenses described in Section 3.2(n), but in no event exceeding Five Hundred Twenty-Five Thousand Dollars ($525,000) in the aggregate, (b) the aggregate retention and change in control payments described in Sections 3.3(j), (k) and (l), payable or reasonably expected to become payable (whether before or after the Closing) by ACB, or by FNB and FNBNC as an accommodation made in lieu of the amounts payable or reasonably expected to become payable by ACB (whether before or after the Closing), net of any tax benefits arising from the deductibility of such expenses, and (c) any expenses, accruals or provisions made or taken by ACB upon the written request of FNB or FNBNC.
Adjusted Shareholders’ Equity. Company’s Adjusted Shareholders’ Equity shall not be less than $70,000,000.
Adjusted Shareholders’ Equity. As of the Shareholders’ Equity Measuring Date reflected in the Closing Financial Statements, the Adjusted Shareholders’ Equity