Company Net Worth. At the Closing, the net worth of the Company shall be not less than the Company Closing Net Worth, excluding (i) the after-tax effect of any expense related to this Agreement and the transactions contemplated hereby, including payments to Company Advisor under Section 4.7 hereof and the payment to the Company’s attorneys and accountants, (ii) the after-tax effect of any expense incurred in connection with the acceleration of Company Options, the payment therefor, or the incurrence of the Stock Option Loan, (iii) the after-tax effect of any gain or loss from the sale of assets by the Bank in 2005 in the ordinary course of business consistent with its past practices, and (iv) any change in the “Accumulated Other Comprehensive Income (Loss), Net of Tax” line on the Company’s consolidated balance sheet after March 31, 2005, all as set forth in a consolidated balance sheet of the Company as of the end of the month preceding the Closing Date, prepared in accordance with GAAP, and the format of such consolidated balance sheet of the Company to be delivered as of the end of the month preceding the Closing Date is attached hereto as Schedule 8.2(e). Components of the Bank’s earnings in 2005 as reflected on Schedule 8.2(e) (which Schedule contains a copy of the Company’s 2005 reforecasted budget) shall be substantially similar to the Bank’s March 31, 2005 reforecast for the 2005 fiscal year.
Company Net Worth. On the Offer Closing Date, the net worth of the Company shall be not less than the Company Closing Net Worth. For purposes of this condition, the net worth of the Company shall exclude (i) the after-tax effect of any expense related to the Merger Agreement and the transactions contemplated hereby, including payments to Company Advisor under Section 4.7 hereof and payments to the Company's attorneys and accountants, not to exceed $1,800,000 in the aggregate (pre-tax), (ii) the after-tax effect of any gain or loss from the sale of assets by the Company in 2005 or 2006 in the ordinary course of business consistent with its past practices, and (iii) any change in the "Accumulated Other Comprehensive Income (Loss), Net of Tax" line on the Company's balance sheet after June 30, 2005, all as set forth in a balance sheet of the Company as of the end of the month preceding the Offer Closing Date, prepared in accordance with GAAP, and the format of such balance sheet of the Company to be delivered as of the end of the month preceding the Offer Closing Date is attached hereto as Schedule 8.2(e).
Company Net Worth. At the Closing, the net worth of the Company shall be an amount not less than $17,519,000 plus the after-tax gain from the sale of any assets by the Company in 2005 or 2006 outside the ordinary course of business consistent, not including (i) the after-tax effect of any expense incurred after June 30, 2005 related to this Agreement and the transactions contemplated hereby, including payments to Company Advisor under Section 4.7 hereof and the payment to the Company’s attorneys and accountants, not to exceed $500,000 in the aggregate, (ii) the after-tax effect of any gain from the sale of assets or securities trading by the Company in 2005 or 2006 in the ordinary course of business consistent with its past practices, and (iii) any change in the “Accumulated Other Comprehensive Income (Loss), Net of Tax” line on the Company’s consolidated balance sheet after June 30, 2005, all as set forth in a consolidated balance sheet of the Company as of the end of the month preceding the Closing Date, prepared in accordance with GAAP, and the format of such consolidated balance sheet of the Company to be delivered as of the end of the month preceding the Closing Date is attached hereto as Schedule 8.2(e).
Company Net Worth. As of the Closing, the net worth of the Company, as determined in good faith within ten (10) Business Days prior to the Closing by the Company’s management team and provided that such determination shall be based on the Company’s historical accounting principles consistently applied and shall have been reviewed by the Company’s auditors, shall be not less than the Company Closing Net Worth. For purposes of this condition, the “Company Closing Net Worth” shall be Seventy Five Million Eight Hundred Eighty Three Thousand Fifty Nine Point Two Six US Dollars (US$75,883,059.26) plus the product of One Hundred Fifty Thousand US Dollars (US$150,000) multiplied by the number of full calendar months in 2007, commencing from January 2007 to the Closing Date, as adjusted to give effect to:
Company Net Worth. After accounting for the applicable Qualifying Catastrophic Event, Company's GAAP Net Worth shall not be less than US$175,000,000, provided, however, that in no case will Preferred Shares previously issued or proposed to be issued be included in such GAAP Net Worth calculation.
Company Net Worth. As of the last day of the month immediately prior to the month in which the Effective Time occurs, the Company's net worth, calculated in accordance with GAAP, shall be no less than $7,000,000.
Company Net Worth. With respect to the first exercise of the Securities Issuance Option, after accounting for the Qualifying Catastrophic Event, but prior to payment for any Preferred Shares to be purchased upon such first exercise of the Securities Issuance Option, Company's GAAP Net Worth shall not be less than US$175,000,000. With respect to any subsequent exercise of the Securities Issuance Option, after accounting for the Qualifying Catastrophic Event and any payment for any Preferred Shares previously issued pursuant to any prior exercise of the Securities Issuance Option, Company's GAAP Net Worth shall not be less than US$175,000,000.
Company Net Worth. At the Closing, the net worth of the Company shall be not less than the Company Closing Net Worth. For purposes of this condition, the Company Closing Net Worth shall be $59,000,000 plus $250,000 for each full calendar month in 2007 preceding the Closing Date, as adjusted to give effect to:
