Closing Equity definition
Closing Equity means the consolidated total assets of Company as of the Closing Date less the consolidated total liabilities of Company as of the Closing Date, in each instance computed in accordance with the Agreed Accounting Principles, and in any case unaffected by the election made pursuant to Section 338 of the Code.
Closing Equity means the consolidated stockholders equity of the Company (plus any net intercompany amounts due to Seller that are forgiven pursuant to Section 12.2 hereof) as reflected in the Closing Balance Sheet (as defined in Section 4.1).
Closing Equity means the number of Units held by a Unitholder as of the date of its initial Capital Contribution, provided that for purposes of any calculation comparing a Unitholder’s ownership of equity in the LLC with such Unitholder’s Closing Equity, the effect of (i) any recapitalization or exchange or conversion of securities of the LLC, (ii) any redemption or repurchase of securities of the LLC or (iii) any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units, in each case which occurs between the date of its initial Capital Contribution and the date of such calculation and which is pro rata in effect, shall be disregarded.
Examples of Closing Equity in a sentence
For purposes of this Agreement, “Equity Award Adjustment Amount” means an amount (positive or negative) equal to the product of (a) the difference of (i) the Seller Closing Equity Award Value minus (ii) the Seller Pre-Signing Equity Award Value, multiplied by (b) sixty percent (60%).
The proceeds of the sale of such Equity Interests constituting the Closing Equity Investment shall be distributed pursuant to the Disbursement Letter.
If no Notice of Disagreement is received by Buyer within such sixty day period, then the Initial Closing Equity Statement, and its related balance sheet, shall be deemed to have been accepted by Seller, shall become final and binding upon the parties, the Closing Equity Adjustment Amount as indicated therein shall be the final Closing Equity Adjustment Amount hereunder and its related balance sheet shall be the final Closing Balance Sheet.
The "Estimated Purchase Price" shall be the Base Price as adjusted by the Estimated Closing Equity Adjustment Amount (as defined below) (which shall not exceed a positive $5,000,000 and which may be a negative number).
The cost of the Independent Accounting Firm's review and determination shall be paid by the party which has determined an amount of the Closing Equity Adjustment Amount that is the greatest amount different from the amount of the same determined by the Independent Accounting Firm.
More Definitions of Closing Equity
Closing Equity shall be defined as the assets of the Company reduced by its liabilities as shown in the Closing Balance Sheet with the following clarifications, adjustments, and exceptions (regardless of whether such clarifications, adjustments, and exceptions are in accordance with GAAP, generally accepted auditing standards ("GAAS"), or the Company's past practices):
Closing Equity means, as of the Closing Date, the amount by which (a) the assets of the Company (net of appropriate reserves) on such date are greater than (b) the liabilities of the Company on such date, in each such case as determined in accordance with GAAP applied in a manner consistent with that used to prepare the 2000 Balance Sheet (as described on SCHEDULE 4.07(b)(ii) hereto). If, as of any date, the amount referred to in clause (b) of the immediately preceding sentence is greater than the amount referred to in clause (a) of such sentence, the amount of Closing Equity as of such date shall be a negative number.
Closing Equity means the total shareholder’s equity of ICNB as determined under GAAP as of the end of the month immediately preceding the Closing Dateexcluding each of the following: (i) transaction costs of up to $650,000 (including, but not limited to, investment banker fees and expenses, legal fees and expenses, accounting fees and expenses, printing and distribution costs for the Prospectus and Proxy Statement, proxy solicitation fees and expenses, etc.); (ii) any Remediation Cost or reserve for the Remediation Estimate; (iii) pre-closing changes or adjustments requested by Acquirer; (iv) the amount by which a loan loss reserve of 1.28 exceeds a reserve which can be justified under GAAP due to changes and events occurring after December 31, 2006; and (v) any change in net unrealized gains or losses recorded pursuant to Financial Accounting Standard 115 after December 31, 2006.
Closing Equity means, as of any date, the sum of all cash of the Subadvised Assets (including, without limitation, short credit balances) at the close of business on such date, plus the value of all eligible securities and other assets owned and held in a long position of the Subadvised Assets at the close of business on such date, minus the value of all eligible securities held as a short position of the Subadvised Assets at the close of business on such date. For purposes hereof, value shall be computed in accordance with paragraph 3 of Schedule B. SCHEDULE B to SUBADVISORY AGREEMENT between Numeric Investors L.P. and General Motors Investment Management Corporation July 31, 2002 Investment Management Compensation
Closing Equity means an amount equal to (a) total assets of the Company and its consolidated subsidiaries less (b) total liabilities of the Company and its consolidated subsidiaries, in each case as of the Closing (after giving effect to the Closing), calculated in accordance with the GAAP principles, procedures and elections used in the preparation of the Audited Financial Statements, consistently applied (and, for the avoidance of doubt, without giving effect to any purchase accounting adjustments resulting from the Merger); provided, that notwithstanding the foregoing, (x) total assets will include (A) an accrual for the repayment in full of all principal and accrued and unpaid interest with respect to all Option Loans as of the Closing Date and (B) an accrual for the amount of the Closing Tax Benefits, (y) total liabilities (A) will exclude any accrual for any Excess Expenses to the extent taken into account in determining the Initial Common Stock Cash Consideration and (B) will include an accrual for the full amount that could be payable after the Closing to any employee or consultant of the Company or any Company Subsidiary in respect of the Sedgwick CMS Holdings, Inc. Incentive Award Plan approved by the Company's Executive Committee on November 15, 2005 and (z) the amount of the asset/liability for current income Taxes and for deferred income Taxes included in total assets and total liabilities for this purpose shall be determined without taking into account the items described in clauses (a) and (b) of the definition of Closing Tax Benefits.
Closing Equity means the sum of those amounts Invested as equity in Holdco by the Controlling Shareholders and the Co-Investors from and after April 1, 2002 (approximately $71,000,000 of which will consist of cash and the remainder of which will consist of debt securities).
Closing Equity means the total Shareholder’s equity of Fidelity as determined by P▇▇▇▇▇ M▇▇▇▇ LLP under Generally Accepted Accounting Principles (“GAAP”) as of the last day of the month preceding the Closing including transaction costs which shall include, without limitation, the brokerage fee of H▇▇▇▇ Financial, Inc. and all professional fees and excluding any conforming adjustments requested by Dearborn. If the Closing Equity is less than $27,800,000 (“Minimum Equity”), then the Per Share Merger Consideration shall be reduced dollar for dollar by the difference between the Minimum Equity and the Closing Equity. If the Closing Equity is greater than $28,200,000 (“Maximum Equity”) then the Per Share Merger Consideration shall be increased dollar for dollar by the difference between the Maximum Equity and the Closing Equity.