Closing TBV definition

Closing TBV means the amount in dollars equal to the TBV, as of the close of business on the day immediately preceding the Closing Date, as calculated from the Closing Balance Sheet.
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Closing TBV means the amount in dollars equal to the TBV, as of the close of business on the day immediately preceding the Closing Date, as calculated from the Closing Balance Sheet. “Code” means the Internal Revenue Code of 1986. “Collective Bargaining Agreement” has the meaning set forth in Section 3.14(a). “Combined Tax Return” has the meaning set forth in Section 5.9(b). “Common Stock” has the meaning set forth in Section 3.2(a). “Competing Banking Business” has the meaning set forth in Section 5.7(a). “Confidential Information” has the meaning set forth in Section 5.1(b). “Confidentiality Agreements” means, collectively, (a) the confidentiality agreement, dated October 18, 2020, between Seller Holdco and Purchaser, as amended on June 21, 2021 and (b) the confidentiality agreement, dated September 10, 2021, between Purchaser and Seller Holdco. “Constituent Documents” means the charter documents, bylaws or similar organizational documents of a corporation and comparable organizational documents of any other entity. “Contagion Event” means the outbreak or continued presence of contagious disease, epidemic or pandemic (including SARS-CoV-2 or COVID-19, or any evolutions or mutations of thereof, or any other viruses (including influenza)), and the governmental responses thereto. “Contagion Event Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, sequester or other directives, guidelines or recommendations promulgated by any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to a Contagion Event. “Continuing Employee” has the meaning set forth in Section 5.10(a). “Continuing Employee Retirement Plan” has the meaning set forth in Section 5.10(f).
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Closing TBV means the TBV determined in accordance with the Accounting Principles as at the Effective Time. “Closing TBV Statement” has the meaning specified in Section 2.4(b)(i). “Closing Time” means 12:01 am Eastern Time on the Closing Date.
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Examples of Closing TBV in a sentence

  • The Special Dividend Transaction shall have been consummated; provided that the Estimated Closing TBV shall not be less than the Target Closing TBV and shall not be more than the Maximum Closing TBV.

  • Following the Closing, any disputes relating to the Estimated Closing Balance Sheet, and the calculation of the Estimated Closing TBV set forth therein, shall be resolved in accordance with the remainder of this Section 2.3.

  • The Seller will consider in good faith any comments from the Purchaser regarding the statements containing the Estimated Closing TBV and the Estimated Closing Unrestricted Cash.

  • If the Closing TBV (as finally determined pursuant to Section 1.2(b)(iii)) is greater than the Estimated Closing TBV, Buyer shall, within five Business Days after such determination, pay to Seller an amount equal to such excess by wire transfer of immediately available funds to an account designated by Seller.

  • The Special Dividend Transaction shall have been consummated; providedthat the Estimated Closing TBV shall not be less than the Target Closing TBV and shall not be more than the Maximum Closing TBV.

  • For avoidance of doubt, the parties hereby agree that the calculation of the Closing TBV pursuant to this Section 1.2(b) shall not address or incorporate any increase in the Acquired Companies’ Insurance Reserves as a result of adverse development and that Buyer’s recovery for any such increase (except in the case of a breach by Seller of the representation contained in the third sentence of Section 2.6(d) hereof) shall be pursuant to Sections 1.2(c) and 4.11 hereof.

  • On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer, all of the Agency Shares, free and clear of all Liens (other than those arising out of acts of Buyer or any of its Affiliates), for an amount equal to the sum of (a) the Closing TBV and (b) $1 million (the “Purchase Price”).

  • Within ten (10) days following such mutual agreement or final determination of the Closing TBV, any payment payable pursuant to this Section 2.3(d) will be paid in immediately available funds in cash to a bank account or accounts designated by Purchaser or Seller, as the case may be, at least two (2) Business Days prior to the expiration of such ten (10) day period.

  • If the Closing TBV (as mutually agreed by Seller and Purchaser or finally determined by the accounting firm pursuant to Section 2.3(c)) is less than the Estimated Closing TBV, then Seller shall make an adjustment payment to Purchaser in an amount equal to such difference.

  • If the result of the Estimated Closing TBV minus the Target TBV is a negative number, the Purchase Price shall be reduced by the TBV Shortfall Factor.


More Definitions of Closing TBV

Closing TBV means the TBV determined in accordance with the Accounting Principles as at the Effective Time.
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Related to Closing TBV

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

  • Closing time means the date and hour specified in the bidding documents for the receipt of bids.

  • Closing has the meaning set forth in Section 2.2.

  • Second Closing has the meaning set forth in Section 2.2.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Second Closing Date means the date of the Second Closing.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Pre-Closing Taxable Period means any taxable period ending on or before the Closing Date.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Additional Closing has the meaning set forth in Section 2.3.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).

  • Scheduled Closing Time means, in respect of an Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.