SHAREHOLDER EQUITY. Within 90 days following the Closing, the Vendor shall prepare a draft calculation for the Shareholder Equity Adjustment. The Purchaser shall be given an opportunity to review and dispute the draft Shareholder Equity Adjustment, and the provisions of Section 2.4 and Section 2.5 shall apply to the review and dispute of the Shareholder Equity Adjustment mutatis mutandis, except, in the case of the draft calculation for the Shareholder Equity Adjustment, the Purchaser shall have 60 days to review such draft calculation for the Shareholder Equity Adjustment. Once the Shareholder Equity Adjustment is finally determined (and no longer in dispute) in accordance with the terms of this Agreement: (a) the Purchaser shall pay to the Vendor the amount, if any, by which the Shareholder Equity Adjustment exceeds the Target Shareholder Equity; or (b) the Vendor shall pay to the Purchaser the amount, if any, by which the Target Shareholder Equity exceeds the Shareholder Equity Adjustment. Such payment shall be made five (5) Business Days after the date on which the Shareholder Equity Adjustment is finally determined (and no longer in dispute). In respect of any payments to be made pursuant to this Section 2.8, an additional amount in respect of interest shall be added to such payments calculated using an annual interest rate equal to the Prime Rate from the Closing Date to the date the Shareholder Equity Adjustment is paid.
SHAREHOLDER EQUITY a. As partial consideration for this Agreement, Licensee will issue to The Regents of the University California ("University") shares of Founders Stock, equivalent in value to three percent (3.0%) of the outstanding common shares of Caldera Pharmaceuticals Inc.'s Founders Stock available as of the effective date of this License Agreement. Such shares shall be convertible to publicly tradable shares in the event that Caldera Pharmaceuticals, Inc. completes an Initial Public Offering. Final acceptance by the University of said equity is conditioned upon receipt and acceptance of any Licensee shareholders' agreement and other relevant information the University deems necessary in order to make a properly informed decision in accordance with the University's applicable guidelines for accepting equity in University technology licensing transactions. Upon final acceptance of said equity, the University reserves the right and sole discretion to direct Licensee to distribute the University's inventors' shares directly to the respective inventors or to the University's Office of the Treasurer that is responsible for managing University equity transactions.
SHAREHOLDER EQUITY. On March 1, 1998, PGI shareholder equity was not ------------------ less than $3.8 million, after giving effect to a $1.5 million dividend payable in April 1998 and shall increase at a minimum of $350,000 per month thereafter until the Closing Date, less any write off of assets requested in writing by MIKOHN.
SHAREHOLDER EQUITY. Borrower shall not allow Shareholder Equity to be less than $110,000,000 plus twenty-five percent (25%) of the positive after-tax Consolidated Net Income of Borrower subsequent to the Effective Date measured as of the end of each fiscal quarter.
SHAREHOLDER EQUITY. Prior Shareholder Equity of $__________, plus _____ of positive after tax consolidated Net Income since previous calculation Calculation of Consolidated EBITDA
SHAREHOLDER EQUITY. At the time of execution of this Lease, LESSEE has common shareholder equity in an amount of at least Fifty Million U.S. Dollars (US$ 50,000,000).
SHAREHOLDER EQUITY. During the Lease Term, LESSEE will maintain common shareholder equity in an amount of at least Fifty Million U.S. Dollars (US$ 50,000,000), provided that in the event that LESSEE is not able to comply with this covenant, LESSEE will within fourteen (14) days following receipt of LESSOR's request therefor, provide to LESSOR an additional cash security deposit in an amount to be reasonably determined by LESSOR at such time.
SHAREHOLDER EQUITY. 5.1 As at the date of this Deed, the Shareholders hold the following Shares: Shareholder No. of Shares Xxxxxx 2 (100 %) FutureNow Nil (0 %) At the date of commencement of this Deed, the Shareholders will hold the following shares Shareholder No. of Shares Xxxxxx 959,300 (100 %) FutureNow At least 1 share, but with Call Options to bring its total shareholding in the Company to 159,878 shares
SHAREHOLDER EQUITY. For purposes of determining Shareholder ------------------- Equity, (i) the Shareholder Equity shall be increased by the amount of any Tax Benefit (as defined below) the Company or the Surviving Corporation arising out of or attributable to the exercise (or cancellation pursuant to Section 2.02(d)) of the Company Stock Options (whether or not permitted by GAAP), (ii) the Company Redeemable Preferred Stock, and any accrued and unpaid dividends on the Company Redeemable Preferred Stock and on the Company Convertible Preferred Stock (whether or not declared), shall be included in the calculation of Shareholder Equity, (iii) the Estimated Closing Balance Sheet and the Audited Closing Balance Sheet shall not reflect any asset for any sums deposited in court in connection with the matter described on Schedule 3.02(a) of the Disclosure Schedule (as defined below) or any subscription receivable in connection with such matter, nor any liability or reserve in connection with such matter, (iv) the Audited Closing Balance Sheet shall have accrued or reserved thereon each of the items specified in this Agreement as being required to be accrued or reserved on the Audited Closing Balance Sheet, in the respective amounts specified herein and, further, all such accruals and reserves shall be determined as if the Audited Closing Balance Sheet were a year-end balance sheet of the Company, and (v) the warranty reserve used in the preparation of the Estimated Closing Balance Sheet and the Audited Closing Balance Sheet in each case shall be adjusted to reflect the reserve which would be required if it were calculated in accordance with the Thor Warranty Reserve Formula annexed hereto as Annex 2.04(c). -------------
SHAREHOLDER EQUITY. The Operating Company shall not take, allow to be taken or omit to take any action that would reduce or impair the shareholder equity of the Operating Company that was shown on the Operating Company's balance sheet as of 31 December 2000.
