Adjusted Stockholders definition

Adjusted Stockholders. Equity” shall mean the stockholders equity of the Company at the end of any fiscal year as determined by the Company’s independent auditors determined in accordance with generally accepted accounting principles as adjusted by excluding from such calculation any increase or decrease in stockholders’ equity resulting from purchases or redemptions of equity securities or other derivative securities.
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Adjusted Stockholders. Consideration" shall
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Adjusted Stockholders. Equity Per Share” shall mean the stockholders equity of the Company as determined on a per share basis at the end of any fiscal year as determined by the Company’s independent auditors in accordance with generally accepted accounting principles as adjusted, excluding from such calculation any increase in stockholders’ equity per share resulting from issuances by the Company of its securities or securities of any subsidiary for cash consideration.
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Examples of Adjusted Stockholders in a sentence

  • Notwithstanding anything to the contrary in this Agreement, either party shall have the option to terminate this Agreement prior to Closing in the event that stockholders' equity per share as determined and adjusted pursuant to this Section (the "Adjusted Stockholders Equity Per Share") is greater than $1.75 or less than $1.45.

  • Adjusted Stockholder's Equity, as defined below, shall be greater than one billion two hundred twenty-seven million four hundred thousand dollars ($1,227,400,000).

  • For purposes of this Agreement, except as otherwise expressly provided or unless the context clearly requires otherwise: "Adjusted Stockholder's Equity" shall have the meaning ascribed to it in Section 6.2(c).

  • CGB&L's Adjusted Stockholders' Equity ---------------------------- (as calculated immediately prior to the Closing Date for purposes of Section ------- 3.1(b) hereof) shall not be less than $1,500,000, and the allowance for loan and ------ lease losses of the Bank shall not be less than an amount equal to $32,700 on the Closing Date.

  • The "Estimated Adjusted Stockholder's Equity" shall mean $94,205,006, the Adjusted Stockholder's Equity as identified on the Reference Balance Sheet.

  • In the event that any dispute should arise between the Buyer and the Seller with respect to any matter covered by this Agreement or the interpretation of this Agreement (other than the calculation of the Adjusted Stockholder's Equity, which shall be settled in accordance with Section 1.4), the Buyer and the Seller shall resolve such dispute in accordance with the procedures set forth in this Section 10.14.

  • Permit Adjusted Stockholders' Equity, ----------------------------- as of the last day of any Fiscal Quarter, to be less than the sum of (a) $800,000,000 plus (b) ------ ---- an amount equal to 33 1/3% of the net cash proceeds from all issuances by Borrower of its capital stock subsequent to the Closing Date.

  • At the same time, Seller Parent and Seller, at Seller's expense, will prepare or cause to be prepared, and will deliver to Buyer, a combined statement of Adjusted Stockholder's Equity of the Companies as of the Closing Date (the "Closing Adjusted Stockholder's Equity Statement").

  • For purposes of this Section 1.2(g), "Adjusted Decrease in Stockholders' Equity" shall be equal to stockholders equity as shown on the Current Balance Sheet less the Adjusted Stockholders' Equity multiplied by the applicable percentage (50% or 100%) required by the foregoing; provided, that the Adjusted Decrease in Stockholders' Equity shall be zero if the Adjusted Stockholders' Equity is greater than the stockholders' equity on the Current Balance Sheet.

  • The Closing Financial Statements and Bancorp's calculation of Adjusted Stockholder's Equity shall be verified and approved by certified public accountants selected by Buyer, which verification and approval shall not be withheld unreasonably.


More Definitions of Adjusted Stockholders

Adjusted Stockholders. Equity” shall mean the stockholders equity of the Company at the end of any fiscal year as
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Adjusted Stockholders. Equity Amount” means, as of any Quarter End, the stockholders’ equity of the Corporation as reflected on its consolidated GAAP balance sheet as of such Quarter End minus accumulated other comprehensive income as reflected on such consolidated GAAP balance sheet, (x) subject to Section 5(d)(iv) and (y) except that any increase in stockholders’ equity resulting from the issuance of Preferred Stock during the period from and including the Final Quarter End Test Date for a Dividend Period as to which the Corporation fails the test set forth in Section 5(a)(ii) through the first Quarter End thereafter as of which the Adjusted Stockholders’ Equity Amount has declined by less than 10% or increased as compared to such amount on the Benchmark Quarter End Test Date shall not be taken into account in calculating the Adjusted Stockholders’ Equity Amount as of such Quarter End during such period; provided, however, the “Adjusted Stockholders’ Equity Amount” means, for any Benchmark Quarter End Test Date prior to August 4, 2017 used for a Dividend Payment Date after September 30, 2017, the amount of $49,282,000,000, which constitutes the total stockholders’ equity, excluding accumulated other comprehensive income, as of June 30, 2017 as reported on a pro forma basis reflecting the distribution of shares of Brighthouse Financial, Inc., in the MetLife, Inc. Form 8-K filed with the Securities and Exchange Commission on August 9, 2017.
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Adjusted Stockholders. Equity" shall mean the stockholders' equity of Fontana as of the Determination Date (as defined below), determined in accordance with generally accepted accounting principles on a basis consistent with those utilized in the preparation of the Fontana Financial Statements (as defined below) for the year ended December 31, 1991 (except for changes, if any, required by generally accepted accounting principles), with all accruals and reserves necessary to fairly present the stockholders' equity of Fontana as of the Determination Date, less the sum of (A) amounts not previously expensed or accrued for payment (i) to holders of Fontana Options (as defined below) for the cancellation of Fontana Options in accordance with Section 2.1(c), (ii) in respect of the cancellation and termination of the Fontana Employment Agreements (as defined below), (iii) in respect of expenses and costs relating to the transactions contemplated by this Agreement, (iv) in respect of the termination of the Fontana Deferred Compensation Plan (as defined below) and all benefits payable thereunder and (v) in respect of the termination of the Fontana Banking Services Agreement (as defined below) and Fontana Computer Accounting Agreement (as defined below), and (B) any increase in stockholders' equity as a result of the exercise of Fontana Options (as defined below) between the date of the Original Agreement and the Determination Date, plus amounts previously expensed or accrued for the payment of consideration to former employees of Fontana pursuant to Section
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Adjusted Stockholders. Equity Amount” means, as of any Quarter End, the stockholders’ equity of the Corporation as reflected on its consolidated GAAP balance sheet as of such Quarter End minus accumulated other comprehensive income as reflected on such consolidated GAAP balance sheet, (x) subject to Section 5(d)(iv) and (y) except that any increase
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Related to Adjusted Stockholders

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Common Stockholders means holders of shares of Common Stock.

  • Parent Stockholders means the holders of the outstanding Parent Shares.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Interested Stockholder means, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Stockholders means the registered holders of the Shares.

  • Independent Shareholders means holders of Voting Shares, other than:

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Public Stockholders means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

  • Existing Stockholders means the WCAS Securityholders and their Affiliates.

  • Company Optionholders means the holders of Company Options.

  • Disinterested Shareholder means a shareholder that is not an Insider to whom options may be granted under the Plan and they are not an Associate of any Insider.

  • Dissenting Shareholders means registered Shareholders who validly exercise the rights of dissent provided to them under the Interim Order;

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.