Tangible Book Value. 20___ $_________ (unaudited) Target number of shares of Corporation common stock, $0.10 par value per share, covered by the Performance Award. (subject to adjustment pursuant to Section 9 hereof).
Tangible Book Value. As of the Calculation Date, the Tangible Book Value shall be not less than the Minimum Tangible Book Value.
Tangible Book Value. For purposes of this Agreement, “
Tangible Book Value. The tangible net worth of the Seller as of the Closing, based on generally accepted accounting principles consistently applied, shall not be less than $50,000. Notwithstanding anything contained in this Article III to the contrary, from time to time prior to the Closing, the Seller and Fearxxxxxxx xxx furnish the Buyer information supplementing or amending the representations, warranties and/or disclosures in this Agreement (including, without limitation, the DL) in order to make the information set forth therein timely, complete and accurate ("Additional Information") by delivering such Additional Information to Mr. Xxxxxxx X. Xxxxxxxxx, Senior Vice President and Comptroller of the Buyer, and Mr. Xxxxxx X. Xxxxxxxx, Vice President of the Buyer. If the Seller and Fearxxxxxxx xxxiver to the Buyer Additional Information and such Additional Information indicates a material adverse change in the Seller's financial condition, the Seller's business or prospects, the Buyer may terminate this Agreement if the Seller and Fearxxxxxxx xxxeive prior written notice from the Buyer within ten (10) business days after the Buyer's receipt of the Additional Information. If the Buyer does not so terminate this Agreement, the representation or warranty of the Seller or Fearxxxxxxx xxxch is affected by such Additional Information shall be deemed to have been amended accordingly. If a document or matter is disclosed in a representation or warranty made herein by the Seller or Fearxxxxxxx xx is listed in the DL delivered on behalf of the Seller and Fearxxxxxxx, xxch disclosure or listing shall suffice, without specific repetition and with or without cross reference, as a disclosure for purposes of any other representations and warranties made herein by the Seller and Fearxxxxxxx. Xx, as of the Closing, any disclosures listed in the DL have been supplemented or amended by Additional Information, then the Seller or Fearxxxxxxx xxxll deliver to the Buyer at the Closing a final version of the DL incorporating all such Additional Information.
Tangible Book Value. The Company on a consolidated basis shall have Tangible Book Value on and as of the Closing Date that is positive or at least zero.
Tangible Book Value. 11 Section 5.6 Miscellaneous.................................12
Tangible Book Value. (a) Management shall prepare (i) an unaudited consolidated statement of financial condition of GFC as of the Closing Date, (ii) an unaudited consolidated income statement of GFC for the period from January 1, 1997 to the Closing Date, (iii) a schedule calculating tangible book value (the "Value") of GFC as of the Closing Date, which Value shall be based on, and shall be brought forward to the Closing Date from, the tangible book value of GFC as calculated from the audited financial statements for GFC for the period ending December 31, 1996, without giving effect to the Transactions consummated on the Closing Date, and shall set forth the calculation of the Value in reasonable detail. For the avoidance of doubt, Value shall not reflect or give effect to the Interim Dividend or Transaction Expenses, but shall include the Lost Deferred Tax Assets.
(b) As soon as reasonably practicable, but no later than the date five Business Days prior to the proposed Closing Date, Management shall deliver to GFC an interim set of the statements and schedule referred to in Section 5.5(a). In preparing such interim set of statements and schedule, Management shall be entitled to rely on and use such estimates and projections as Management considers reasonably necessary to prepare the statements and the schedule and to calculate the Value as of the Closing Date.
(c) Within ten Business Days after the Closing Date, Management shall deliver to GFC a final set of the statements and schedule referred to in Section 5.5(a).
(d) The Value, as set forth on the schedule delivered pursuant to Section 5.5(c), shall become final and binding on the parties hereto on the date which is 20 calendar days after Management has delivered such schedule to GFC, unless GFC objects by notification in writing to Management prior to the end of such 20 calendar day period, which objection shall set forth in reasonable detail the basis of such objection.
(e) The parties shall use their best efforts to reach an agreement on the amount of the Value after the delivery of such objection. If such agreement cannot be reached within 10 calendar days after the delivery of such objection, GFC and Management shall appoint Coopers & Xxxxxxx, or another nationally recognized accounting firm, to determine the Value. The Value so determined by such Person shall be final and binding on the parties hereto. The parties shall cause the fees and expenses of such Person to be borne by Holdings.
(f) Within three Business Days...
Tangible Book Value. On the last day of any Test Period ending on or after the last day of the fiscal quarter ending on March 31, 2024, the Borrower shall not permit the TBV Ratio to be less than the ratio set forth below for any such Test Period: Fiscal Quarter Ending Minimum TBV Ratio March 31, 2024 1.50:1.00 June 30, 2024 1.50:1.00 September 30, 2024 1.50:1.00 December 31, 2024 1.50:1.00 March 31, 2025 1.50:1.00 June 30, 2025 1.50:1.00 September 30, 2025 2.00:1.00 December 31, 2025 2.00:1.00
Tangible Book Value. The tangible book value of the Company shall be no less than $205,000,000, as calculated in good faith by the Company in accordance with GAAP and the Company’s accounting principles, methods and practices in effect on March 31, 2010, and, at least five (5) days prior to the anticipated Closing Date, Parent shall have received from the Chief Executive Officer or Chief Financial Officer of the Company a certificate setting forth in reasonable detail such calculation.
Tangible Book Value. The net tangible book value of the Company's assets as of the Closing, based on generally accepted accounting principles consistently applied and accruing for the costs for the Company to contribute to the qualified plans and then terminate such plans, shall not be less than $50,000. If any receivables transferred hereunder are aged more than 90 days, a reserve for bad debt equal to such receivables shall be recorded.
