Excess Capital Sample Clauses

Excess Capital. In the event that the Partnership determines that the capital of the Partnership is in excess of the amount required, such excess capital shall be distributed 60% to Nishikawa and 40% to Standard. The Partnership shall make such determination of excess capital only upon the mutual agreement of the Partners. Such excess capital shall be distributed within 30 days after the Partnership determines it has excess capital."

Excess Capital. If the Post Closing Excess Capital exceeds zero, then Buyer shall pay to Seller (a) on the first anniversary of the Closing Date an amount in cash equal to 50% of the Post Closing Excess Capital and (b) on each of the second and third anniversaries of the Closing Date an amount in cash equal to 25% of the Post Closing Excess Capital, plus, in each case, interest on such amount at LIBOR for the period from and including the Closing Date to but not including the date of such payment; provided that Buyer shall pay to Seller promptly upon a sale, transfer or other disposition of all or substantially all of the equity or assets of the Company, directly or indirectly, in a single or series of transactions, the amount equal to the Post Closing Excess Capital then remaining unpaid plus interest thereon calculated as specified above. The obligations of Buyer under this Section 2.11 shall cease upon the repayment by Buyer to Seller, at the Closing or following the Closing as contemplated by this Section 2.11, of an aggregate amount equal to the Post Closing Excess Capital, plus interest thereon as contemplated by this Section 2.11.

Excess Capital. If, as a result of the merger, amalgamation or other combination of the business and operations of any of Borrower’s Subsidiaries and any entity acquired, directly or indirectly, by Borrower pursuant to the Stock Purchase Agreement, the surviving Subsidiary in such transaction has available capital in excess of the applicable Minimum Regulatory Capital (“Excess Capital”), then Borrower shall prepay, in accordance with Section 2.6(c), a principal amount of the Term Loan in an amount equal to 50% of such Excess Capital. Such prepayment shall be made within ten (10) Business Days after receipt of any Governmental Approval required for the release of the Excess Capital by the applicable Subsidiary; provided that, notwithstanding the foregoing, no prepayment shall be required to be made pursuant to this Section 2.6(b) prior to the Final Settlement Reference Date. For purposes of this Agreement, “Minimum Regulatory Capital” means, with respect to any Subsidiary, the sum of (i) the minimum capital required to be maintained by such Subsidiary by any Governmental Authority with regulatory oversight over such Subsidiary, plus (ii) any additional capital necessary in order to satisfy any “early warning” or similar threshold imposed by such Governmental Authority, plus (iii) such additional capital as reasonably deemed necessary by Borrower to provide a commercially reasonable cushion in excess of any applicable “early warning” or similar threshold, in an amount consistent with Borrower’s past practice.

Excess Capital. The sum of (i) the Estimated Total Adjusted Book Value plus (ii) the amount Buyer Parent is required to pay or cause Buyer to pay pursuant to Section 2.3(c) shall not exceed the Estimated Required Adjusted Book Value by more than $600,000,000. In addition, the RRII Trust Shortfall Amount shall not exceed the sum of (A) $200,000,000 plus (B) the Company Asset Reduction Amount plus (C) the amount, if any, by which the purchase price for the Shares contemplated by Section 2.3(b) would, after giving effect to the CBVA Recapture and the other Pre-Sale Transactions, exceed $0 (without giving effect to the proviso set forth at the end of Section 2.3(b)).

Excess Capital. If there is any Excess Capital: (a) On or prior to the fifth anniversary of the Closing Date (or the next Business Day if such day is not a Business Day), the Purchaser shall deliver to Seller an amount equal to the Excess Capital (the “Excess Capital Amount”); provided that in no event shall the Excess Capital Amount exceed $5,000,000,000. Purchaser shall have the right to deliver all or any portion of the Excess Capital Amount at any time and from time to time prior to the fifth anniversary of the Closing Date. The foregoing shall be an unsecured payment obligation of Purchaser that is not transferrable or assignable by Seller. (b) Purchaser shall use its reasonable best efforts to deliver at least $1,000,000,000 of the Excess Capital Amount (or, if the Excess Capital Amount is less than $1,000,000,000, all of the Excess Capital Amount) at the time of the conversion of the Bank’s systems to the Purchaser’s systems (or within three months thereafter). (c) The payments contemplated by clauses (a) and (b) above shall be made to one or more accounts which have been designated by Seller in writing at least three (3) Business Days prior to the payment thereof. (d) Subject to the receipt by Seller of any Excess Capital Amount, Seller shall deliver to Purchaser a receipt confirming that Seller has received such amount.

Excess Capital. SMHG agrees that cash and cash equivalents and marketable securities of PMT in excess of the minimum tangible capital requirement imposed on PMT (or New PMT, if after conversion) by the Department of Banking (“Excess Capital”) may be expended for acquisitions and expansion subject to the approval of the Management Committee of Newco GP. SMHG estimates such Excess Capital to be approximately $2.9 million as of March 31, 2003.