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).

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

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.
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.
The parties agree that the resolution of disputes with respect to the calculations and amounts set forth in the Closing Balance Sheet (and the corresponding calculation of Closing TBV) (x) will be governed, solely and exclusively, by the procedures set forth in this Section 2.3(c) and (y) will be conclusive and binding on the parties when rendered by the accounting firm, except, in each case, in the case of fraud, intentional misconduct or manifest error.
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”).
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.
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.
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 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.

More Definitions of Closing TBV

Closing TBV means the Acquired Companies’ Tangible Book Value as of the Closing Date, as shown on the Closing Balance Sheet.

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.