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).

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

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.

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.

Estimated Tangible Book Value means the Tangible Book Value as of the Pre-Closing Month End determined based upon the Estimated Closing Balance Sheet.