Adjusted Equity Capital definition
Examples of Adjusted Equity Capital in a sentence
If Beeville’s Adjusted Equity Capital (as defined below) is less than $34,750,000 (the “Minimum Equity Capital”) as of the close of business on the Business Day preceding the Closing Date (such date the “Calculation Date”), then the Aggregate Cash Consideration will be reduced, on a dollar for dollar basis, by an amount equal to the difference between the Minimum Equity Capital and the Adjusted Equity Capital as of the Calculation Date.
If CBI’s Adjusted Equity Capital (as defined below) is less than $36,250,000 (the “Minimum Equity Capital”) as of the close of business on the Business Day preceding the Closing Date (such date the “Calculation Date”), then the Aggregate Cash Consideration will be reduced, on a dollar for dollar basis, by an amount equal to the difference between the Minimum Equity Capital and the Adjusted Equity Capital as of the Calculation Date.
No Closing Adjustment that the Bank would not have made but for this Section 7.4 shall change or otherwise affect the calculation of the Purchase Price, constitute a breach by Shareholder of any warranty, representation or covenant made herein, have any effect on the Bank’s Total Equity Capital or Adjusted Equity Capital, or constitute a Bank Material Adverse Effect.
The Bank may transfer any or all of the Excluded Assets to Shareholder or to another Person prior to the Closing Date through any lawful means (including through a special dividend to Shareholder), but only if such transfers would not, in and of themselves or in combination with other factors, cause the Bank’s Adjusted Equity Capital to be less than the Bank’s Minimum Capital Level on the Closing Date.