Estimated Net Worth definition

Estimated Net Worth shall have the meaning set forth in Section 2.3(a) hereof.

Estimated Net Worth means the Net Worth as shown on the Closing Balance Sheet.

Estimated Net Worth means the estimated Consolidated Net Worth as of the Closing Date calculated in a manner reasonably satisfactory to the Administrative Agent.

Examples of Estimated Net Worth in a sentence

• If the relevant Estimated Net Worth with respect to the POC Companies, the Harwat Interest or the WilPro Interest is greater than the relevant Target Net Worth, then Purchaser shall remit to the applicable Seller on the Closing Date an amount equal to such difference.

• If the relevant Estimated Net Worth with respect to the POC Companies, the Harwat Interest or the WilPro Interest is less than the relevant Target Net Worth, then the applicable Seller shall remit to Purchaser on the Closing Date an amount equal to such difference.

• The starting point for the Estimated Net Worth Statement and the Closing Net Worth Statement shall be a balance sheet of the Company as of the Net Worth Statement Time, prepared in accordance with SAP in effect as of the Net Worth Statement Time (in each case, a “Subsequent Reference Balance Sheet”) and applied in a manner consistent with the annual audited statutory financial statements of the Company as of and for the year ended December 31, 2017.

• The Adjusted Statutory Net Worth for the Estimated Net Worth Statement and the Closing Net Worth Statement shall equal the “surplus as regards policyholders” shown in the corresponding Subsequent Reference Balance Sheet, adjusted to reflect the following additions and/or subtractions (as the case may be and as shown in the calculation below): 1.

• The Initial Purchase Price shall be Sixty Million dollars ($60,000,000) in cash (i) less the amount equal to any outstanding Company Debt at Closing, if any; and (ii) increased or decreased by the Estimated Net Worth Adjustment (as defined below), if any.

More Definitions of Estimated Net Worth

Estimated Net Worth has the meaning ascribed thereto in Section 2.3(d)(i) of this Agreement.

Estimated Net Worth shall equal the Net Worth of the Company as set forth on the Closing Balance Sheet. "Exchange Ratio" shall equal the quotient obtained by dividing (i) 28,138,000 by (ii) the sum of: (x) the aggregate number of Total Outstanding Company Shares and (y) the aggregate number of shares of Company Capital Stock subject to Company Options outstanding as of the Effective Time. "GAAP" shall mean generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis for the relevant entity. "Xxxxxxx Xxxxx" shall mean Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. "Net Worth" shall equal total consolidated assets of the Company minus total consolidated liabilities of the Company, each as determined in accordance with GAAP, as of the close of business on the Closing Date. "Net Worth Target" shall mean $5 million. "Parent Common Stock" shall mean shares of the common stock, no par value, of Parent. "Shareholder" shall mean each holder of any Company Capital Stock immediately prior to the Effective Time. "DEI Taxes" shall mean (i) all Taxes relating to any period (or portion of any period) ending on or prior to the Closing Date of the Company or its Subsidiaries including those attributable to their assets, operations or employees for any period (or portion of any period) ending on or prior to the Closing Date (not including any Tax incurred other than in the ordinary course of business after the Effective Time on the Closing Date), including without limitation any Taxes of the Company or any such Subsidiaries arising as a result of the Company Merger or the Company's or any Subsidiary of the Company during such period ceasing to be a member of a consolidated, combined, or unitary group during such period, (ii) any liability of the Company or any of its Subsidiaries that is attributable to any consolidated, combined or unitary group of which the Company or any of its Subsidiaries is a member prior to the Closing Date under Treas. Reg. Section 1.1502-6 (or any comparable provision of foreign, state or local law) or (iii) any liability of the Company or any of its Subsidiaries for any period (or portion thereof) ending prior to the Effective Time under any Tax sharing, Tax indemnity, Tax allocation or similar agreement or arrangement entered into on or prior to the Effective Time, other than this Agreement, or the Tax Sharing Agreement attached hereto as Exhibit E (the Tax Sharing Agreement"); provided, however, that ...

Estimated Net Worth. Estimated Annual Income: Any relationship with any staff of Astrum Capital Management Limited? Yes No If Yes, with who? Relationship: Employed by: Are you an employee of a financial services company whereby we are required to notify your employer of this account? Yes No Business Address: Nature of Business: Position Held: Bankers Name: Bank Account No.: Tel: (Home) Tel: (Office) Mobile: Fax: Email: The information provided above is true, complete and correct. I/We will notify your company of any material changes to the above information. Date Client’s Signature Please provide the following supporting documents:

Estimated Net Worth means the estimate on Signing Date of the Net Worth as of the Completion Date calculated in a manner consistent with the calculation of the Net Worth (as of 31 December 2005) and as set out in Exhibit l.l(d);

Estimated Net Worth means the assets of the Group Companies minus the liabilities of the Group Companies (excluding deferred income taxes and intercompany accounts) minus the amount of any cash received by the Group Companies as advance payments on any long term development or like agree- ments if and to the extent there is no equivalent (Gegenleistung) provided and invoiced (with P&L effect) to the customer other than such advance payments which existed already at March 30, 2002 minus the amount of any accruals or other credit balances which were dissolved after March 30, 2002, without incurring the specific cost for which the accrual or other credit balance was provided (including those for the period through June 30, 2002 listed in Exhibit 4.1.1) each as reflected in the Estimated Balance Sheet, as defined in Section 4.1.2 below.

Estimated Net Worth. Section 2.1(a)

Estimated Net Worth has the meaning set forth in Section 7.2(a).