Minimum Tangible Book Value. As of the Closing Date, the Tangible Book Value of BOHI xxxll be not less than $70,000,000. For purposes of this Agreement, “Tangible Book Value” means the tangible shareholders’ equity of BOHI xx determined from BOHI’x xxxancial statements prepared in accordance with generally accepted accounting principles, consistently applied. Unrealized gains or losses in investment securities will be excluded from the calculation of Tangible Book Value. All of the costs and expenses, on an after tax equivalent basis, of BOHI xxx Bank of Houston related to (a) (i) the transactions contemplated by this Agreement (including, without limitation, investment banking fees, legal fees, accounting fees, any director, officer, or employee bonuses or payments, (including change in control payments or other payments due under employment arrangements), and (ii) any anticipated “stay” or “retention” bonuses paid or to be paid prior to the Effective Time to Bank of Houston employees or severance benefits paid or to be paid prior to the Effective Time to Bank of Houston employees who are not offered employment by Independent Bank; (b) any costs or fees (including forfeited prepaid expenses) arising from or related to the termination of the DP Contracts, (c) the printing and mailing costs related to the Proxy Statement, and (d) the premium for D&O insurance tail coverage contemplated by Section 5.21, shall have been paid or accrued for before the Closing Date and shall be included (as a deduction) in the calculation of Tangible Book Value. The calculation of Tangible Book Value shall include accruals for all ad valorem taxes owed by BOHI xx a pro-rated basis for the period ending on the Closing Date. BOHI xxxll, at least three business days before the Closing Date, provide IBG with a preliminary calculation of Tangible Book Value. If IBG disagrees with such calculation of Tangible Book Value, BOHI xxx IBG shall meet to resolve any such disagreement. If BOHI xxx IBG cannot resolve any such disagreement, then an independent accounting firm mutually agreed to by IBG and BOHI xxxll resolve any such disagreement which resolution shall be final and binding upon BOHI xxx IBG. For the avoidance of doubt, the SBLF Preferred Shares and the costs and expenses associated with the redemption of the SBLF Preferred Shares, if applicable, shall be excluded from the calculation of Tangible Book Value. If the Tangible Book Value is less than $70,000,000 at Closing, (a) then the Aggregate Cash Consider...
Minimum Tangible Book Value. The Final Tangible Book Value shall not be less than $11,000,000. For the avoidance of doubt, the condition in this Section 8.07 shall be deemed satisfied if the Final Tangible Book Value at Closing is $11,000,000 or more.
Minimum Tangible Book Value. FAHC Tangible Book Value as of the Effective Time shall be equal to an amount not less than $____________________.
Minimum Tangible Book Value. OGS Tangible Book Value as of the Effective Time shall be equal to an amount not less than $19,400,000.
