Pro Forma Capitalization. The Company shall have, as of the Determination Date, Tangible Common Equity, after giving effect to the Pro Forma Adjustments (the “Pro Forma Capitalization”), of at least $1,990,000,000. The Tangible Common Equity will be determined by reference to the most recent available month-end balance sheet of the Company, and calculated in accordance with the Accounting Principles (but in no event will the Tangible Common Equity be determined by reference to any balance sheet dated after October 31, 2011) (the date of such balance sheet, the “Determination Date”). Solely for purposes of determining whether this condition is satisfied, the Pro Forma Capitalization will be determined by reference to the Preliminary Pro Forma Capitalization Statement.
Pro Forma Capitalization. (a) As a result of the consummation of the transactions contemplated by this Exchange Agreement, immediately following the Closing Date the approximate maximum aggregate number of shares of issued and outstanding PNG Fully-Diluted Common Stock shall be owned or held by the following stockholder groups: No. of Fully-Diluted Stockholder Group PNG Common Shares Percentage Seller (Earth Biofuels, Inc.) 8,900,000* 70.05% Kxxxxx Group 1,250,000** 9.84% Collateral Agent, Fourth Third, LLC (Medley) 1,100,000 8.66% Black Forest Fund 756,325*** 5.95% BCGU, LLC 280,000 2.20% Other PNG stockholders, including the public 418,309 3.29% Total: 12,704,634 100% * Includes 7,000,000 Exchange Shares as well as 1,900,000 shares of PNG Common Stock held in escrow and issuable upon due conversion of the EBOF Note (subject to adjustment as provided therein), intended to repay certain indebtedness of Seller. ** Includes 1,000,000 Kxxxxx Shares, the issuance of which is conditioned on receipt of the Kxxxxx Release in such form as approved by PNG and its management, and 250,000 shares issued as consideration for the issuance to PNG of the Irradia Option, as annexed as Exhibit F. *** includes 756,325 shares of PNG Common Stock issuable upon conversion of the Black Forest Note.
Pro Forma Capitalization. Pro Forma April 1, 2006 (In thousands except for per share data) Long-term debt 45,557 Shareholders’ equity: Preferred stock, $0.004 par value, 299,515 shares authorized 49,515 shares issued and outstanding at April 1, 2006 Pro forma 73,949 Common stock, $0.004 par value, 700,000 shares authorized 19,891 shares issued and outstanding at April 1, 2006 Pro forma 80 Stock subscription receivable — Additional paid-in-capital 350,914 Accumulated deficit (328,118 ) Accumulated other comprehensive income - Foreign currency translation 24 Total shareholders’ equity 96,850 Total capitalization 142,408 Annex VI Contraventions and Consents
Pro Forma Capitalization. Upon consummation of the transactions contemplated hereby, ESSA Bank will be deemed “well capitalized” under Section 325.103 of the regulations of the FDIC.
Pro Forma Capitalization. Xxxxxxxx Bank is, and upon consummation of the transactions contemplated hereby, Xxxxxxxx Bank will be deemed “well capitalized” under Section 165.4 of the regulations of the OCC.
Pro Forma Capitalization. Assuming that US$600 million is raised in the Offering and the direct sales as more fully described in Section 4.1 herein, the Company will have the following authorized capital, issued and outstanding shares and shares reserved for issuance: The authorized share capital of the Company will be US$220,000,000 divided into 200,000,000 Common Shares and 20,000,000 Preferred Shares each having a par value of US$1.00. Of the 200,000,000 Common Shares authorized, 36,995,930 Common Shares will be issued and outstanding and 7,800,000 Common Shares will be reserved for issuance upon the exercise of warrants and the exchange of 5,400,000 Non-Voting Common Shares of Max Re into Common Shares, including 680,000 Common Shares reserved for issuance upon the exercise of the warrants issued to Western General Insurance, Ltd., 720,000 Common Shares reserved for issuance upon the exercise of Common Share purchase warrants to be issued to Xx. Xxxxxx X. Cooney and 1,000,000 Common Shares reserved for issuance upon the exercise of Common Share purchase warrants issued to managers of the Company. No Preferred Shares will be issued and outstanding or reserved for issuance and 3,004,070 Comon Shares will be reserved for issuance upon conversion of Max Re Non-Voting Common Shares. SCHEDULE 4.9 Prior Activities of Maximus Capital Holdings, Ltd. ------------------------------------------------- None. SCHEDULE 5.1 Corporate Activity and Capitalization of Max Re Ltd. ---------------------------------------------------
Pro Forma Capitalization. Upon consummation of the transactions contemplated hereby, Farmers National will be deemed “well capitalized” under the regulations of the OCC.
Pro Forma Capitalization. The table sets forth Gentiva’s and Healthfield’s capitalization as of September 30, 2005 on an actual basis and as adjusted to reflect the Transaction. Pro Forma Capitalization Last Twelve Months Ended September 30, 2005 Status Quo Status Quo Merger Pro Forma ($ in millions) Gentiva Healthfield Adjustments Company Cash $ 94.4 $ 13.3 ($58.0 ) $ 49.6 Existing Revolver — 9.6 (9.6 ) — Existing Term Loans — 180.0 (180.0 ) — Revolver (1) — — — — Term Loan — — 370.0 370.0 Total Debt — $ 189.6 $ 180.4 $ 370.0 Shareholders’ Equity 181.1 36.2 18.6 235.8 Total Capitalization $ 181.1 $ 225.8 $ 199.0 $ 605.8 Debt / Adj. EBITDA NM 3.8 x 4.3 x Net Debt / Adj. EBITDA NM 3.5 x 3.8 x Adj. EBITDA / Interest Expense NM 3.8 x 3.2 x Debt / Capitalization NM 84.0 % 61.1 % Adj. EBITDA $ 35.5 $ 49.7 $ 85.2 Interest Expense NA 13.0 26.8
Pro Forma Capitalization. The anticipated pro-forma capitalization of the Company immediately prior to the Effective Time (assuming the Effective Time occurs on February 28, 2019 and excluding any Permitted Bridge Financing) is set forth in Section 1.9 of the Company Disclosure Schedule. The pro-forma capitalization of Parent immediately following the Effective Time (assuming the Effective Time occurs on February 28, 2019) is set forth in Section 1.9 of the Parent Disclosure Schedule.
Pro Forma Capitalization. Minimum Offering Amount - $2.5 Million Fully Diluted Total Percent Common Shares Ownership Company Stockholders 9,233,334 74.51 % Subtotal: 9,233,334 74.51 % $2.5 M Minimum PPO Financing PPO Investors @ $1.50/share 1,666,667 13.45 % Placement Agent Warrants1 166,667 1.34 % Subtotal: 1,833,334 14.79 % Equity Incentive Plan (EIP) 1,326,000 10.70 % Total: 12,392,668 100.00 % 1 Placement Agent Warrants represent 10% of the shares sold to PPO Investors @ $1.50 exercise price and 5 year exercise period. Maximum Offering Amount - $3.5 Million Fully Diluted Total Percent Common Shares Ownership Company Stockholders 9,233,334 70.34 % Subtotal: 9,233,334 70.34 % $3.5 M Maximum PPO Financing PPO Investors @ $1.50/share 2,333,334 17.78 % Placement Agent Warrants1 233,334 1.78 % Subtotal: 2,566,668 19.55 % Equity Incentive Plan (EIP) 1,326,000 10.10 % Total: 13,126,002 100.00 % 1 Placement Agent Warrants represent 10% of the shares sold to PPO Investors @ $1.50 exercise price and 5 year exercise period.
