Estimated Closing TBV definition

Estimated Closing TBV means the amount in dollars equal to the TBV, as of the Estimated Closing Balance Sheet Date, as calculated from the Estimated Closing Balance Sheet.
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Estimated Closing TBV means the amount in dollars equal to the TBV, as of the Estimated Closing Balance Sheet Date, as calculated from the Estimated Closing Balance Sheet. “Estimated Purchase Price” means (a) the Estimated Closing TBV plus (b) the Premium minus (c) the Excess Capital Amount, if any. “Excess Capital” means the amount (if any) by which the Estimated Closing TBV exceeds the Target Closing TBV. “Excess Capital Amount” has the meaning set forth in Section 5.16. “Exchange Act” means the Securities Exchange Act of 1934. “Excluded Assets and Liabilities” has the meaning set forth in Section 5.14(a). “Excluded Assets and Liabilities Transfer” has the meaning set forth in Section 5.14(a). “Excluded Customer” means any customer that is (a) a private equity or other fund sponsor and its individual funds and portfolio companies or (b) a Japanese Corporate
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Estimated Closing TBV has the meaning specified in Section 2.4(a)(i).
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Examples of Estimated 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.

  • 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 Estimated Closing TBV

Estimated Closing TBV has the meaning specified in Section 2.4(a)(i). “Estimated Closing Unrestricted Cash” has the meaning specified in Section 2.4(a)(i) “Estimated Purchase Price” has the meaning specified in Section 2.4(a)(v). “Existing LFL Agreement” means the Merchant Agreement dated May 26, 2021 (as amended), by and between Xxxx’x Furniture Limited, The Brick Ltd., The Brick Warehouse LP, by its general partner, The Brick GP Ltd., and Opco. “Final Determination” means either a binding written settlement or final non-appealable order, decree or judgment of a court of competent jurisdiction. “Final Purchase Price” has the meaning specified in Section 2.4(b)(i). “Financial Statements” means the Interim Financial Statements and the Audited Financial Statements, of which true, correct and complete copies have been provided to the Purchaser. “Flexiti Securitization Program” means the asset-backed securitization bond program of the Securitization Issuer, pursuant to which the Securitization Issuer may issue and sell bonds to investors from time to time in accordance with the terms of, inter alia, the Securitization Trust Indenture.
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Related to Estimated Closing TBV

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

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

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • 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.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

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

  • Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

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

  • 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.

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

  • 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.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

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

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

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

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

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.