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.
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Examples of Closing TBV in a sentence

  • 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.

  • Accordingly, in its approach to the design of homes, developers should not seek to develop homes in which the difference between the selling prices to affordable homebuyers and the market value of the homes exceeds $135,000, for any configuration.

  • Se gme n t e d B l o c k Re t a i n i ng Wa ll - ma t c h Be l a i r Ha r v e s t B l e nd / Be l g a r d 4 .

  • Except as otherwise expressly provided herein, the determination of the Closing Balance Sheet (and the corresponding calculation of Closing TBV) will be final and binding on the parties, unless, within ninety (90) days after receipt by Seller of the Closing Balance Sheet, Seller shall notify Purchaser in writing of its disagreement with any amount included therein or omitted therefrom.

  • Within ten (10) days following such mutual agreement or final determination of the Closing TBV, any payment payable pursuant to this S ection 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 S ection 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 mutually agreed by Seller and Purchaser or finally determined by the accounting firm pursuant to Section 2.3(c)) exceeds the Estimated Closing TBV, then Purchaser shall make an adjustment payment to Seller in an amount equal to such excess.

  • 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 S ection 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.

  • Trial Tr. 1430:4-9.14 Mr. Lentz’s opinions about24 the Combination Patents, which is both flawed and lacks scientific support, cannot constitute reliable 2526 14 Ms. Julie, on the other hand, testified that she believed Teva’s odds of defeating the Combination Patents were only 30-40%.

  • 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.


More Definitions of Closing TBV

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

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) 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.

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

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

  • 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 has the meaning set forth in Section 1.3.

  • 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 taxable period beginning after the Closing Date and the portion of any Straddle Period 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 with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on 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” under and as defined in the Acquisition Agreement.

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

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • 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.