Estimated Tangible Book Value definition

Estimated Tangible Book Value has the meaning set forth in Section 2.6(a)(i).
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Estimated Tangible Book Value means (i) with respect to the Company, its estimated Tangible Book Value as of the most recent month-end that is no more than 45 days prior to the date of delivery by the Company to Parent of its Statement of Estimated Tangible Book Value as adjusted to reflect (x) any dividends reasonably expected by the Company to be paid to the Company Stockholders prior to the Effective Time pursuant to Section 7.2 and (y) any capital call reasonably expected by the Company to be funded by the Company Stockholders prior to the Effective Time pursuant to Section 7.3 and (ii) with respect to Parent, its estimated Tangible Book Value as of the most recent month-end that is no more than 45 days prior to the date of delivery by Parent to the Company of its Statement of Estimated Tangible Book Value in accordance with Section 3.1(c). The Estimated Tangible Book Value of the Company and of Parent shall be prepared in accordance with the Accounting Methodologies and in accordance with GAAP in the same manner GAAP was used in the preparation of the Company’s and Parent’s December 31, 2008 audited balance sheet and December 31, 2009 audited balance sheet (to the extent available).
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Estimated Tangible Book Value means US$35,000,000; “Existing Shareholder” means any person who is or was a shareholder of the Company at any time during the period from the date of this Agreement to (but excluding) Completion; “Expert” has the meaning given in paragraph 10(b) of Part A of Schedule 6; “FAL” has the meaning given in the Interim FAL Provision Agreement; “FAL Availability” means the Lloyd’s Commitment becoming available for drawing by the Company in accordance with the terms and conditions of the Interim FAL Provision Agreement; “FAL Availability Certificate” has the meaning given in Clause 5.2; “FAL Availability Certification Date” means the second Business Day immediately following the day on which the last in time of the General Conditions is satisfied (or waived in accordance with this Agreement), or such other date as the Company and the Investor may agree in writing; “FCA” means the Financial Conduct Authority or any successor or replacement body(ies); “Final Structure Step Documents” means each Structure Step Document in such form as the Investor (acting reasonably) shall determine in its sole discretion; “First LoC Condition” means the condition listed in paragraph 4.1 of Schedule 5; “Founding Shareholders” means ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and “Founding Shareholder” means either one of them; “FSMA” means the Financial Services and Markets ▇▇▇ ▇▇▇▇; “▇▇▇▇” means Group Ark Insurance Limited, a company incorporated in Bermuda with registration number 39617; “▇▇▇▇ Fair Value Asset” means the fair value adjustment asset in relation to the acquisition of ▇▇▇▇ (which was approximately $30m at 31 December 2019); “General Conditions” means the conditions listed in paragraphs 1 to 6 (inclusive) of Schedule 5, (save for the First LoC Condition), and “General Condition” means any one of them; “Governmental Entity” means any Regulatory Authority or merger control or antitrust authority or any federal, state, municipal, local or foreign government, any political subdivision thereof or any court, administrative or regulatory agency, ministry, self- regulatory organisation, department, instrumentality, body or commission or other governmental or quasi-governmental authority, agency or entity, and any entity or division or official exercising executive, legislative, judicial, regulatory, taxing, or
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Examples of Estimated Tangible Book Value in a sentence

  • The Company’s Estimated Tangible Book Value as of the Closing Date shall be equal to four hundred seventy million dollars ($470,000,000).

  • If the Closing occurs, the Estimated Tangible Book Value of the Company and the Estimated Tangible Book Value of Parent shall be used to determine the Exchange Ratio for the purposes of the Merger Consideration payable as of the Effective Time.

  • Each of the parties shall consult the other party regarding the calculation of its Estimated Tangible Book Value prior to delivery of its statement of Estimated Tangible Book Value.

  • The parties acknowledge that the value implied by the Reorganisation is based on the assumption that the Actual Tangible Book Value will be equal to the Estimated Tangible Book Value.

  • The “implied value” for purposes of the definition of FMV of a Company Share means the Company’s Estimated Tangible Book Value divided by the number of shares of Company Common Stock outstanding as used to calculate the estimated Exchange Ratio.

  • If Parent disputes the Merger Consideration Schedule or such Exchange Ratio calculation (it being understood that the parties shall not have the right to dispute the Estimated Tangible Book Value calculated in accordance with Section 3.1(c)), then Parent shall within two (2) Business Days following receipt of the Merger Consideration Schedule, deliver a written notice to the Company of such dispute (the “Merger Consideration Dispute Notice”) setting forth in reasonable detail the basis for that dispute.

  • In the event that the Estimated Tangible Book Value is less than the Tangible Book Value, the Buyer will within three (3) Business Days transfer by wire to the Seller’s designated bank account an amount of cash equal to the difference between the Tangible Book Value and the Estimated Tangible Book Value.

  • In the event that the Tangible Book Value as at 30 June 2018 has not been determined by the Completion Date, the Buyer will transfer by wire to the Seller’s designated bank account $1,000,000 (Estimated Tangible Book Value).

  • The accounting policies set forth on SCHEDULE 1.03(A) (the "ACCOUNTING POLICIES") shall govern, to the extent applicable, the calculation of the Estimated Tangible Book Value.

  • The Closing Balance Sheet shall be prepared, and Tangible Book Value and Transaction Expenses shall be determined, in accordance with this Agreement utilizing the same judgments, accounting methods, policies, principles, practices, procedures, classifications and estimation methodologies utilized by the Company in preparing its audited financial statements and for the purpose of preparing the Estimated Closing Balance Sheet or determining Estimated Tangible Book Value or Estimated Transaction Expenses.


More Definitions of Estimated Tangible Book Value

Estimated Tangible Book Value has the meaning given in Schedule 11. Excluded Items: are the items set out in Schedule 9 of this Agreement.
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Estimated Tangible Book Value means Bank’s good faith estimate of Tangible Book Value as of the Closing, as reflected on the Estimated Tangible Book Value Statement.
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Estimated Tangible Book Value means US$35,000,000; “Existing Shareholder” means any person who is or was a shareholder of the Company at any time during the period from the date of this Agreement to (but excluding) Completion; “Expert” has the meaning given in paragraph 10(b) of Part A of Schedule 6; “FAL” has the meaning given in the Interim FAL Provision Agreement; 7
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Estimated Tangible Book Value means the Tangible Book Value as of the Pre-Closing Month End determined based upon the Estimated Closing Balance Sheet.
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Related to Estimated Tangible Book Value

  • Adjusted Tangible Net Worth As of the date of determination thereof, the sum of: (i) Servicer's Tangible Net Worth; plus

  • Estimated Project Cost means Benchmark cost of MNRE which is Rs 8.00 Crore/MWp as per MNRE letter no. 03/20/2014-15/GCRT/11.12.14 at the time of Bid Due date.

  • Consolidated Tangible Net Worth means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on that date minus the Intangible Assets of the Borrower and its Subsidiaries on that date.

  • Book Value means, with respect to any Asset and any Liability Assumed, the dollar amount thereof stated on the Accounting Records of the Failed Bank. The Book Value of any item shall be determined as of Bank Closing after adjustments made by the Receiver for differences in accounts, suspense items, unposted debits and credits, and other similar adjustments or corrections and for setoffs, whether voluntary or involuntary. The Book Value of a Subsidiary of the Failed Bank acquired by the Assuming Institution shall be determined from the investment in subsidiary and related accounts on the "bank only" (unconsolidated) balance sheet of the Failed Bank based on the equity method of accounting. Without limiting the generality of the foregoing, (i) the Book Value of a Liability Assumed shall include all accrued and unpaid interest thereon as of Bank Closing, and (ii) the Book Value of a Loan shall reflect adjustments for earned interest, or unearned interest (as it relates to the "rule of 78s" or add-on- interest loans, as applicable), if any, as of Bank Closing, adjustments for the portion of earned or unearned loan-related credit life and/or disability insurance premiums, if any, attributable to the Failed Bank as of Bank Closing, and adjustments for Failed Bank Advances, if any, in each case as determined for financial reporting purposes. The Book Value of an Asset shall not include any adjustment for loan premiums, discounts or any related deferred income, fees or expenses, or general or specific reserves on the Accounting Records of the Failed Bank. For Shared-Loss Securities, Book Value means the value of the security provided in the Information Package.

  • Consolidated Tangible Net Assets means, on any date of determination and with respect to any Person at any time, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of such Person and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(i) as of such date of determination, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the consolidated current liabilities of such Person and its Consolidated Subsidiaries appearing on such balance sheet.