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
The fair values of the majority of the assets have been finalized.
At Closing, Buyer will deliver, or cause to be delivered, a copy of the register of members of Buyer duly certified by an authorized director or officer of Buyer, dated as of the Closing Date, evidencing that the Closing Equity Consideration has been issued pursuant to Section 2.2.
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).
Upon and subject to the terms herein, Buyer will issue to Seller the Closing Equity Consideration pursuant to Section 2.2 as consideration for the Sale Stock and the Warrant Assignment.
Upon and subject to the terms herein, Buyer will issue to each Seller the Closing Equity Consideration pursuant to Section 2.2 as consideration for the Sale Stock of such Seller.
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, 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 consolidated total assets of Company as
Closing Equity the amount reflected as "Total Equity" on the Closing Date Balance Sheet, minus the cash, cash equivalents and tax refund receivables, plus accrued 401(k) liabilities, reflected on the Closing Date Balance Sheet.
Closing Equity means the sum of those amounts Invested as equity in -------------- Holdco by the Controlling Shareholders and the Co-Investors, together with those amounts received by Intermediate Holdco pursuant to the Intermediate Bridge Facility, and, in each case, contributed to the Borrower on or prior to the Agreement Date.
Closing Equity means the total Shareholder's equity of Keystone as determined under GAAP as of the end of the month immediately preceding the Closing Dateexcluding transaction costs of up to $600,000 and excluding any conforming adjustments requested by Acquirer. If the Closing Equity is less than $11,800,000 (“Minimum Equity”), then the Total Merger Consideration(defined below) shall be reduced dollar for dollar by the difference between the Minimum Equity and the Closing Equity. If the Closing Equity is greater than or equal to the Minimum Equity, then there will not be an adjustment to the Total Merger Consideration pursuant to this sub-section 2.1.5. “Total Merger Consideration” shall mean the Total per Share Stock Consideration and Per Share Cash Consideration for all issued and outstanding shares of Keystone Common Stock, plus the cash amount to be paid in settlement of Keystone’s unexercised options.
Closing Equity means the sum of the Ares Closing Equity Amount and the Macquarie Closing Equity Amount;