Minimum Tangible Common Equity. As of the Closing Date, the Company shall have Tangible Common Equity of no less than $145,000,000.
Minimum Tangible Common Equity. Section 6.9 of the Amended Agreement is hereby deleted and replaced in its entirety as follows:
Minimum Tangible Common Equity. (i) As of the last day of the month reflected in the Closing Financial Statements, FNBB shall have Tangible Common Equity equal to at least $119,000,000 and (ii) FNBB shall have delivered the certificates the Chief Financial Officer of FNBB contemplated by Section 6.20.
Minimum Tangible Common Equity. As of the Closing Date, Xxxxxxxx shall have tangible common equity (equal to Xxxxxxxx’x total shareholders’ equity minus any intangible assets, in each case calculated in accordance with GAAP and the Xxxxxxxx Financial Statements, and excluding in such determination any accumulated other comprehensive income (loss) of Xxxxxxxx (unrealized gain or loss in the Xxxxxxxx investment portfolio)) shall not be less than Xxxxxxxx’x tangible common equity at June 30, 2016, less $200,000. Further, for purposes of Agreement and Plan of Reorganization Page 57 APPENDIX B WASHINGTON COMMERCIAL BANK ACT CHAPTER 30A.49.090 – DISSENTERS’ RIGHTS The owner of shares of a state bank which were voted against a merger to result in a state bank, or against the conversion of a state bank into a national bank, shall be entitled to receive their value in cash, if and when the merger or conversion becomes effective, upon written demand made to the resulting state or national bank at any time within thirty days after the effective date of the merger or conversion, accompanied by the surrender of the stock certificates. The value of such shares shall be determined, as of the date of the shareholders' meeting approving the merger or conversion, by three appraisers, one to be selected by the owners of two-thirds of the dissenting shares, one by the board of directors of the resulting state or national bank, and the third by the two so chosen. The valuation agreed upon by any two appraisers shall govern. If the appraisal is not completed within ninety days after the merger or conversion becomes effective, the director shall cause an appraisal to be made. The dissenting shareholders shall bear, on a pro rata basis based on the number of dissenting shares owned, the cost of their appraisal and one-half of the cost of a third appraisal, and the resulting bank shall bear the cost of its appraisal and one-half of the cost of the third appraisal. If the director causes an appraisal to be made, the cost of that appraisal shall be borne equally by the dissenting shareholders and the resulting bank, with the dissenting shareholders sharing their half of the cost on a pro rata basis based on the number of dissenting shares owned. The resulting state or national bank may fix an amount which it considers to be not more than the fair market value of the shares of a merging or the converting bank at the time of the stockholders' meeting approving the merger or conversion, which it will pay dissenting s...
Minimum Tangible Common Equity. The Borrower shall not permit its Tangible Common Equity to be less than $100,000,000.00, as of 9/30/05 and 12/31/05. The minimum amount of Tangible Common Equity specified in the immediately preceding sentence shall increase $4,000,000.00 at each succeeding year end thereafter. By way of example, the minimum Tangible Common Equity shall be $104,000,000.00 as of 12/31/06, and $108,000,000.00 as of 12/31/07. As used in this Section 6.9, “Tangible Common Equity” means the difference between (A) the Consolidated stockholder equity in the Borrower, including, but not limited to, accumulated other comprehensive income accounted for under FASB 115 as gains or losses on securities held for sale, minus (B) the sum of (i) the Consolidated preferred stockholder equity in the Borrower, and (ii) the Consolidated goodwill and intangibles of the Borrower; in each case as shown on the Consolidated financial statements of Borrower, prepared in accordance with FFIEC requirements.”
Minimum Tangible Common Equity. The Borrower shall not permit its Tangible Common Equity to be less than $100,000,000.00. As used in this Section 6.9, "Tangible Common Equity" means the difference between (A) the consolidated stockholder equity in the Borrower, including, but not limited to, accumulated other comprehensive income accounted for under FASB 115 as gains or losses on securities held for sale, minus (B) the sum of (i) the consolidated preferred stockholder equity in the Borrower, and (ii) the consolidated goodwill and intangibles of the Borrower; in each case as shown on the consolidated financial statements of Borrower and its Subsidiaries, prepared in accordance with FFIEC requirements"
Minimum Tangible Common Equity. As of the Closing Date, IDPK shall have tangible common equity (equal to IDPK’s total shareholders’ equity minus any intangible assets, in each case calculated in accordance with GAAP and the IDPK Financial Statements) of not less than $47,250,000. Further, any Merger Related Expenses (as hereinafter defined) incurred by IDPK prior to the Closing Date shall be added back to IDPK’s total shareholders’ equity on the IDPK Financial Statements on a tax adjusted basis (to the extent there was a tax benefit recorded by IDPK as a result of the incurrence of such expense) based on PPBI’s marginal tax rate. For purposes of calculating the IDPK’s tangible common equity as of the Closing Date, IDPK’s total shareholders’ equity reflected on the IDPK Financial Statements as of the Closing Date, shall be adjusted to reflect that the net securities valuation allowance for available for sale securities is equal to $409,841, regardless of the actual dollar value thereof (the “Securities Valuation Allowance”). Further, for purposes of calculating IDPK’s tangible common equity as of the Closing Date, any gains or losses (net of any applicable tax expense or tax benefit) resulting from sales of IDPK’s securities recognized after September 30, 2014 shall not result in an adjustment to (i) the value of the Securities Valuation Allowance or (ii) IDPK’s total shareholders' equity as of the Closing Date. “Merger Related Expenses” shall mean all costs, fees and expenses incurred or to be incurred by IDPK and its Subsidiaries in connection with this Agreement and the Transaction up to and including the Closing of the Transaction, including but not limited to the fees and expenses of their attorneys, accountants, investment bankers and other advisors.
Minimum Tangible Common Equity. The Final Tangible Common Equity shall not be less than the Minimum Tangible Common Equity. For the avoidance of doubt, the condition in this Section 8.07 shall be deemed satisfied if the Final Tangible Common Equity at Closing is $32,750,000 or more.
Minimum Tangible Common Equity. As of the Closing Date, SCB shall have Tangible Common Equity of not less than $68.0 million.
Minimum Tangible Common Equity. The Closing Tangible Common Equity of the Company shall be greater than or equal to the Minimum Tangible Common Equity.
