DETERMINATION OF NOTES PAYABLE AND STOCKHOLDERS' EQUITY Clause Samples

DETERMINATION OF NOTES PAYABLE AND STOCKHOLDERS' EQUITY. For purposes of calculating the Base Consideration, the aggregate amount of principal and unpaid accrued interest due under the Notes Payable as of the Closing Date and the stockholders' equity of the Company as of the Closing Date shall be determined as follows: (a) Not later than 10 Business Days prior to the anticipated Closing Date, Sellers shall provide to the Crown Parties Sellers' preliminary estimates of (i) the aggregate amount of principal and unpaid accrued interest that will be due under the Notes Payable as of the Closing Date and (ii) the stockholders' equity of the Company as of the Closing Date, in each case accompanied by reasonably detailed supporting calculations and information. Such preliminary estimates shall be used to determine the Base Consideration payable at the Closing; PROVIDED that the Base Consideration shall thereafter be adjusted in accordance with this Section 1.2.2. (b) Sellers shall prepare and shall cause Sellers' Accountants to audit, at the Company's expense, financial statements for the Company as of the Closing Date (the "CLOSING FINANCIAL STATEMENTS"), including computations of the aggregate amount of principal and unpaid accrued interest due under the Notes Payable as of the Closing Date and the stockholders' equity of the Company as of the Closing Date. The Crown Parties shall be entitled to have their independent certified public accountants monitor the preparation and auditing of the Closing Financial Statements, at the Crown Parties' expense. Sellers shall deliver the Closing Financial Statements to the Crown Parties as soon as practicable, and in all events within 45 days, after the Closing Date. If within 30 days after delivery of the Closing Financial Statements, the Crown Parties have not given Sellers a notice of objection to the Closing Financial Statements (which notice shall state the basis for such objection in reasonable detail), then the computations of the aggregate amount principal and unpaid accrued interest due under the Notes Payable as of the Closing Date and the stockholders' equity of the Company as of the Closing Date set forth in the Closing Financial Statements shall be used for purposes of the adjustment pursuant to Section 1.2.2(d). (c) If the Crown Parties submit a timely notice of objection to the Closing Financial Statements and if the parties are unable to resolve the matters set forth therein within 10 Business Days after such notice is given, then the issues in dispute shall be su...
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Related to DETERMINATION OF NOTES PAYABLE AND STOCKHOLDERS' EQUITY

  • STOCKHOLDERS' EQUITY As at any date of determination, the sum of (a) the capital accounts including common stock and preferred stock, but excluding treasury stock of the Borrower plus (b) the earned surplus and capital surplus of the Borrower (excluding adjustments to translate foreign assets and liabilities for changes in foreign exchange rates made in accordance with Financial Accounting Standards Board Statement No. 52), as determined in accordance with GAAP.

  • Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula: 100 x A/B where: A = the number of votes for the election of all directors generally attaching to the Voting Shares Beneficially Owned by such Person; and B = the number of votes for the election of all directors generally attaching to all outstanding Voting Shares. Where any Person is deemed to Beneficially Own unissued Voting Shares, such Voting Shares shall be deemed to be outstanding for the purpose of calculating the percentage of Voting Shares Beneficially Owned by such Person.

  • Shareholders’ Equity Permit Gannett’s Total Shareholders’ Equity at any time to be less than $3,500,000,000.

  • Minimum Shareholders’ Equity The Borrower will not permit Shareholders’ Equity at the last day of any fiscal quarter of the Borrower to be less than $500,000,000 plus 25% of the net proceeds of the sale of Equity Interests by the Borrower and its Subsidiaries after the Ninth Amendment Effective Date (other than proceeds of sales of Equity Interests by and among the Borrower and its Subsidiaries).

  • Maximum Consolidated Leverage Ratio The Consolidated Leverage Ratio at any time may not exceed 0.75 to 1.00; and