Estimated Gain definition

Estimated Gain is the amount set forth in the Final Report and is equal to the aggregate net proceeds estimated to be realized by Parent or any of its Subsidiaries on the sale or other disposition of any Store Facilities pursuant to this Section 5.8 in excess of the book value of the Store Facilities to be so divested as of the date of determination thereof. The foregoing notwithstanding, if within three (3) days following issuance of the Final Report, the Company shall produce a signed bona fide offer from a qualified buyer to purchase any or all of the Store Facilities to be disposed of at a price higher than that contained in the Final Report, then, in such event, the Estimated Gain shall be increased by the amount by which such offer exceeds the valuation in the Final Report for such Store Facility or Facilities.
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Estimated Gain is the amount set forth in the Final Report and is equal to the aggregate net proceeds estimated to be realized by Parent or any of its Subsidiaries on the sale or other disposition of the real estate and other assets comprising the Divested Facilities pursuant to this Section 5.8 in excess of the book value of the real estate and other assets comprising the Divested Facilities to be so divested as of the date of determination thereof. For purposes of this Section 5.8, the book value of the Divested Facilities shall be based on the depreciated historical cost of fixtures, equipment, and leasehold improvements (on land and buildings, if owned, plus inventory at cost). The foregoing notwithstanding, if within three (3) days of the issuance of the Final Report the Company shall produce a signed bona-fide offer from a qualified buyer to purchase all or any of the Facilities to be disposed of at a price higher than that contained in the Final Report, then, in such event, the Estimated Gain shall be increased by the amount which such offer exceeds the valuation in the Final Report for such Facility or Facilities.
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Estimated Gain means the excess, if any, of (I) the sum of (a) the Estimated 311(b) Gain, (b) the amount of any deferred intercompany income or gain within the meaning of Treasury Regulation Section 1.1502-13 that is Reasonably Expected By The Accountants to be required to be taken into account as a result of the Transaction (or any transaction undertaken in anticipation thereof) and the amount of any excess loss account Reasonably Expected By The Accountants to be required to be taken into income under Treasury Regulation Section 1.1502-19 as a result of the Transaction (or any transaction undertaken in anticipation thereof) and (c) the amount of any other income or gain of the Company or any of its Subsidiaries that is Reasonably Expected By The Accountants to be required to be recognized for federal income Tax purposes (including pursuant to Code Section 355(e) and (f)) as a result of the Transaction (or any transaction undertaken in anticipation thereof) over (II) the amount of any net operating loss (in excess of the amount of any income or gain of the Company or any of its Subsidiaries for the Pre-Closing Period, other than the income or gain set forth in clause (I) above) of the Company or any of its Subsidiaries arising in the Pre-Closing Period that is Reasonably Expected By The Accountants to be allowable (without restriction or limitation) under federal income Tax law to offset the income or gain set forth in clause (I) above for the taxable period of the Company ending on the date of the Merger. "ESTIMATED 311(B) GAIN" shall mean the excess, if any, of (a) the sum of (i) the product of the number of shares of Spinco stock outstanding on the Distribution Date after the Distribution and the Spinco Stock Price and (ii) the product of (A) the number of Share Equivalents or other equity-based derivatives in Spinco outstanding on the date of the Distribution after the Distribution and (B) the excess, if any, of the Spinco Stock Price over the exercise price of such Share Equivalents or derivatives over (b) the federal income Tax basis (other than any basis in respect of which loss is Reasonably Expected By The Accountants to be disallowed under Treasury Regulation Section 1.1502-20), as Reasonably Expected By The Accountants, of the Company in the stock of Spinco (provided that such basis shall have been reduced by the amount, as Reasonably Expected By The Accountants, of any liability for federal income Tax purposes (or any capital lease obligation) of the Company...
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Examples of Estimated Gain in a sentence

  • The relevant reports from the Company’s auditors or accountants and financial advisers on the Estimated Gain Statement are required to be included in the next document in connection with the Privatization Proposal to be despatched to the shareholders of the Company, which, if the Privatization Proposal materialises, is expected to be the Scheme Document.

  • Otherwise, the Estimated Gain Statement shall be reported on in accordance with Rule 10 of the Takeovers Code and the relevant reports will be included in the Scheme Document to be sent to the shareholders of the Company.

  • Pursuant to the Takeovers Code, the Estimated Gain Statement is considered to constitute a profit forecast under Rule 10 of the Takeovers Code and should therefore be reported on by the Company’s auditors or accountants and financial advisers in accordance with Rule 10.4 of the Takeovers Code.

  • If the 2022 Final Results Announcement will be published prior to the despatch of the Scheme Document, the requirement under Rule 10 of the Takeovers Code to report on the Estimated Gain Statement will be superseded by the publication of the 2022 Final Results Announcement.