Closing Tangible Book Value definition

Closing Tangible Book Value means the amount, as of the Closing Date, equal to (a) the sum of “common stock”, “additional paid-in capital”, “retained earnings” and “current earnings”, if not already included in “retained earnings” (excluding accumulated other comprehensive income (loss), on a consolidated basis, as determined pursuant to GAAP) minus (b) “goodwill,” in each case of Company, on a consolidated basis, as determined under GAAP, prepared in a manner consistent with the methodologies, assumptions, policies and practices used in the preparation of the Recent Company Balance Sheet, and as mutually agreed in writing by Company and Parent; provided that for purposes of calculating Closing Tangible Book Value, there shall be included, without duplication, deductions or accruals made for: (i) the amount of any fees and commissions payable by Company or any Affiliates of Company to any broker, finder, financial advisor or investment banking firm in connection with this Agreement and the transactions contemplated hereby; (ii) the amount of any legal and accounting fees payable by Company or any Affiliates of Company in connection with the Merger, this Agreement, the Bank Merger, related regulatory filings, and the transactions contemplated hereby; (iii) any transaction bonus, change-in-control, salary continuation, deferred compensation or other similar payment payable by Company or the Company Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement and the employer portion of any payroll Taxes associated therewith; (iv) any severance resulting from any termination of employment with Company or any Company Subsidiary prior to the Closing (other than any termination of employment at the request of Parent) and the employer portion of any payroll Taxes associated therewith; (v) an additional $400,000 in excess of the Company’s allowance for loan and lease losses as calculated in accordance with current practice as of the Closing Date, and (vi) an amount equal to all accrued and unpaid accounts payable, PTA, self-insurance claims and trust preferred interest as of the Closing Date as determined in accordance with GAAP.
Sample 1Sample 2
Closing Tangible Book Value has the meaning ascribed to such term in Section 3.2(a). “Code” has the meaning ascribed to such term in the recitals.
Sample 1Sample 2
Closing Tangible Book Value shall have the meaning set forth on Section 1.01(b) of the Parent Disclosure Schedule, which amount shall be calculated in accordance with the Transaction Accounting Principles.
Sample 1

Examples of Closing Tangible Book Value in a sentence

  • In furtherance of the foregoing, the Acquiror shall pay, or shall cause the Company Group Entities to pay, an aggregate amount in respect of the foregoing plans and arrangements that is no less than the applicable amount reflected in the Closing Tangible Book Value.

  • To the extent (i) Taxes for the Pre-Closing Taxable Period in respect of any Tax Returns filed pursuant to Section 7.01(a)(ii) and any Straddle Period Returns are less than (ii) Taxes taken into account in respect of such Tax Return in the calculation of Closing Tangible Book Value, Acquiror shall promptly pay to Parent the excess of the amount in clause (ii) over the amount in clause (i).

  • Parent shall, or shall cause their applicable Affiliate to, reimburse the Acquiror or its Affiliates for the retention awards actually paid by Acquiror or its Affiliates to the eligible Employees under the Retention Agreements on or after the Closing in an aggregate amount of up to $16,000,000, solely to the extent any such amount was not otherwise reflected in the Closing Tangible Book Value.

  • As of the Determination Date, the Cash Consideration shall be adjusted to mean an amount (the “ Final Cash Consideration ”) in cash without interest equal to $3,000,000,000, less the Closing Tangible Book Value Adjustment Amount, if any, less the Transaction Expenses, in each case as set forth in the Final Closing Statement and as it may be adjusted pursuant to Section 1.5(b).

  • As soon as reasonably practicable after the Closing Date, and in any event within ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Stockholder and Parent Bank a statement (the “ Closing Statement ”) that shall set forth a calculation of (i) the Adjusted Closing Tangible Book Value and (ii) the Cash Consideration.

  • Notwithstanding the foregoing, in the event that Parent or one of its Affiliates is required under applicable Law to make a payment in settlement of accrued vacation or paid time off of an Employee, the Acquiror shall reimburse and hold harmless Parent and its Affiliates for such payment (to the extent any such payment has been reflected in the Closing Tangible Book Value).

  • The Acquiror shall cause the Company Group Entities to recognize and provide all accrued but unused vacation and sick pay of the Employees as of the Closing Date, solely to the extent reflected in the Closing Tangible Book Value.

  • Prior to the Closing, the Company shall prepare, in consultation with Parent Bank and Parent, and at least five (5) business days prior to the Closing Date, the Company shall deliver to Parent Bank and Parent a good faith calculation of (i) the estimated amount of the Adjusted Closing Tangible Book Value (the “ Estimated Adjusted Closing Tangible Book Value ”) and (ii) the estimated Cash Consideration (the “ Estimated Cash Consideration ”) (collectively, the “ Estimated Closing Statement ”).

  • The Closing Statement, the Preliminary Statement, the Final Closing Consideration and all estimates, calculations and re-calculations of the Final Closing Consideration, and all estimates, calculations and re-calculations of the Closing Tangible Book Value, Deferred Payment Amount, Excess Tangible Book Value, Loss Reserves and Pre-Closing Dividend Amount shall be prepared in accordance with the Transaction Accounting Principles set forth on Schedule II (the “Transaction Accounting Principles”).


More Definitions of Closing Tangible Book Value

Closing Tangible Book Value means the amount, as of the Calculation Date, equal to: (a) the sum of “common stock,” “additional paid-in capital” and “retained earnings” (including accumulated other comprehensive income (loss)); minus (b) the book value of all intangible assets, including “goodwill,” in each case of Company, on a consolidated basis, as determined under GAAP, prepared in a manner consistent with the methodologies, assumptions, policies and practices used in the preparation of the Recent Company Balance Sheet, and as mutually agreed by Company and Parent; provided that for purposes of calculating Closing Tangible Book Value, (x) there shall be included, without duplication, deductions or accruals made for (i) all Transaction Expenses, determined on an “after-tax basis” (but only to the extent such expense is tax deductible by Parent after Closing); and (ii) any amount required to be added to the ALLL pursuant to Section 6.13; and (y) no accrual shall be made for the donation contemplated by Section 6.16 (and to the extent such donation shall have been previously paid or accrued, the final calculation of Closing Tangible Book Value shall be increased by the amount thereof).
Sample 1
Closing Tangible Book Value means the tangible shareholders’ equity of Company and its Subsidiaries, as determined from financial statements prepared in accordance with GAAP and the accounting methodologies that were used to prepare the Balance Sheet, and as agreed between Parent and Company, provided, however, that Closing Tangible Book Value shall (i) include, without duplication, accruals for all unpaid Transaction Expenses, (ii) include appropriate impairments under GAAP to all real property owned by Company, (iii) exclude accounting estimates (e.g., allowances, reserves and similar items) that increase assets or reduce liabilities to levels that are greater than (in the case of assets) or less than (in the case of liabilities) the corresponding amounts set forth on the Balance Sheet and (iv) exclude all entries representing proceeds of, or liabilities or reserves relating to, the sale of the National Mortgage Business or revenue, expense or income attributable to the National Mortgage Business since January 1, 2017.
Sample 1
Closing Tangible Book Value means the amount, as of the Calculation Date, equal to: (a) the sum of “common stock,” “additional paid-in capital” and “retained earnings” including accumulated other comprehensive income (loss)); minus (b) the book value of all intangible assets, including “goodwill,” in each case of Company, on a consolidated basis, as determined under GAAP, prepared in a manner consistent with the methodologies, assumptions, policies and practices used in the preparation of the Recent Company Balance Sheet, and as mutually agreed by Company and Parent; provided that for purposes of calculating Closing Tangible Book Value, there shall be included, without duplication, deductions or accruals made for all Transaction Expenses, determined on an “after-tax basis”.
Sample 1
Closing Tangible Book Value means total assets (less Intangible Assets) minus total liabilities of the Bank as of the Reference Balance Sheet Date and the Closing Date (as reflected on the Closing Balance Sheet), respectively.
Sample 1
Closing Tangible Book Value means the tangible shareholders’ equity of Company and its Subsidiaries, as determined from financial statements prepared in accordance with GAAP and the accounting methodologies that were used to prepare the Balance Sheet, and as agreed between Parent and Company, provided , however , that Closing Tangible Book Value shall (i) include, without duplication, accruals for all unpaid Transaction Expenses, (ii) include appropriate impairments under GAAP to all real property owned by Company, (iii) exclude accounting estimates (e.g., allowances, reserves and similar items) that increase assets or reduce liabilities to levels that are greater than (in the case of assets) or less than (in the case of liabilities) the corresponding amounts set forth on the Balance Sheet and (iv) exclude all entries representing proceeds of, or liabilities or reserves relating to, the sale of the National Mortgage Business or revenue, expense or income attributable to the National Mortgage Business since January 1, 2017.
Sample 1
Closing Tangible Book Value has the meaning set forth in Section 2.7(a).
Sample 1

Related to Closing Tangible Book Value

  • Gross Book Value means, at any time, the book value of the assets of the REIT, as shown on its then most recent balance sheet, plus the amount of accumulated depreciation shown thereon.

  • Book Value means, with respect to any Asset and any Liability Assumed, the dollar amount thereof stated on the Accounting Records of the Failed Bank. The Book Value of any item shall be determined as of Bank Closing after adjustments made by the Receiver for differences in accounts, suspense items, unposted debits and credits, and other similar adjustments or corrections and for setoffs, whether voluntary or involuntary. The Book Value of a Subsidiary of the Failed Bank acquired by the Assuming Institution shall be determined from the investment in subsidiary and related accounts on the "bank only" (unconsolidated) balance sheet of the Failed Bank based on the equity method of accounting. Without limiting the generality of the foregoing, (i) the Book Value of a Liability Assumed shall include all accrued and unpaid interest thereon as of Bank Closing, and (ii) the Book Value of a Loan shall reflect adjustments for earned interest, or unearned interest (as it relates to the "rule of 78s" or add-on- interest loans, as applicable), if any, as of Bank Closing, adjustments for the portion of earned or unearned loan-related credit life and/or disability insurance premiums, if any, attributable to the Failed Bank as of Bank Closing, and adjustments for Failed Bank Advances, if any, in each case as determined for financial reporting purposes. The Book Value of an Asset shall not include any adjustment for loan premiums, discounts or any related deferred income, fees or expenses, or general or specific reserves on the Accounting Records of the Failed Bank. For Shared-Loss Securities, Book Value means the value of the security provided in the Information Package.

  • Inventory Value has the meaning set forth in Section 2.1.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Net Book Value means the net book value of the relevant Supplier Asset(s) calculated in accordance with the depreciation policy of the Supplier set out in the letter in the agreed form from the Supplier to the Costumer of even date with this Call Off Contract;

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • Total Tangible Assets at any date of determination, the total amount of assets of the Guarantor and its Subsidiaries (without duplication and excluding any asset owned by the Guarantor or any Subsidiary that represents an obligation of the Guarantor or any other Subsidiary to such Subsidiary or Guarantor) after deducting therefrom all goodwill, trade names, trademarks, patents, licenses, copyrights and other intangible assets.

  • Net Tangible Assets means the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the Company’s balance sheet, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the Company’s current liabilities appearing on such balance sheet. For purposes of this definition, the Company's balance sheet does not include assets and liabilities of its subsidiaries.

  • Adjusted Tangible Net Worth As of the date of determination thereof, the sum of: (i) Servicer's Tangible Net Worth; plus (ii) one percent (1%) of the amount of Servicer's servicing portfolio, as determined by the Master Servicer in the Master Servicer's reasonable discretion.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Minimum Tangible Net Worth means, with respect to the Parent, at any time, the sum of (a) $1,418,939,250 plus (b) 75% of the aggregate net proceeds received by the Parent or any of its Subsidiaries after September 30, 2013 in connection with any offering of Stock or Stock Equivalents of the Parent or its Subsidiaries; provided however, that any such net proceeds used solely for the purpose of redeeming the Parent’s preferred stock shall not be included in such sum.

  • Closing Value means, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Specified Assets the following property and assets of such Grantor:

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Effective Tangible Net Worth means the Borrower’s stated net worth plus Subordinated Debt but less all intangible assets of the Borrower (i.e., goodwill, trademarks, patents, copyrights, organization expense, and similar intangible items including, but not limited to, investments in and all amounts due from affiliates, officers or employees).

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.

  • Excluded Equipment means, at any date, any equipment or other assets of the Borrower or any Guarantor which is subject to, or secured by, a Capitalized Lease Obligation or a purchase money obligation if and to the extent that (i) a restriction in favor of a Person who is not Holdings or any Restricted Subsidiary of Holdings contained in the agreements or documents granting or governing such Capitalized Lease Obligation or purchase money obligation prohibits, or requires any consent or establishes any other conditions for or would result in the termination of such agreement or document because of an assignment thereof, or a grant of a security interest therein, by the Borrower or any Guarantor and (ii) such restriction relates only to the asset or assets acquired by the Borrower or any Guarantor with the proceeds of such Capitalized Lease Obligation or purchase money obligation and attachments thereto, improvements thereof or substitutions therefor; provided that all proceeds paid or payable to any of the Borrower or any Guarantor from any sale, transfer or assignment or other voluntary or involuntary disposition of such assets and all rights to receive such proceeds shall be included in the Collateral to the extent not otherwise required to be paid to the holder of any Capitalized Lease Obligations or purchase money obligations secured by such assets.

  • Gross Asset Value means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

  • Tangible Net Worth is, on any date, the consolidated total assets of Borrower and its Subsidiaries minus, (i) any amounts attributable to (a) goodwill, (b) intangible items such as unamortized debt discount and expense, Patents, trade and service marks and names, Copyrights and research and development expenses except prepaid expenses, and (c) reserves not already deducted from assets, and (ii)

  • Consolidated Tangible Net Worth means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on that date minus the Intangible Assets of the Borrower and its Subsidiaries on that date.

  • Consolidated Total Tangible Assets means, as of any date, the Consolidated Total Assets as of such date, less all goodwill and intangible assets determined in accordance with GAAP included in such Consolidated Total Assets.

  • Adjusted Consolidated Net Tangible Assets means (without duplication), as of the date of determination, the remainder of:

  • Tangible Assets means assets consisting of land, buildings and plant, machinery and equipment;