Estimated TBV Excess definition

Estimated TBV Excess means the amount by which the Estimated Tangible Book Value exceeds $78,000,000.
Sample 1
Estimated TBV Excess means the amount, if any, by which Estimated Tangible Book Value (included on the Allocation Certificate) exceeds Target Tangible Book Value.
Sample 1

Examples of Estimated TBV Excess in a sentence

  • The maximum aggregate consideration to be paid by Parent, Buyer and Merger Sub in the Merger, subject to adjustment under Section 2.7(b), is an amount in cash (without interest) equal to $21,000,000, plus (i) the Estimated TBV Excess (if any), and minus (ii) the Estimated TBV Deficiency (if any) (as so adjusted, without duplication of any item, the “Adjusted Merger Consideration”).

  • At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a pro forma balance sheet of the Acquired Companies as of the Pre-Closing Month End determined on a combined basis in accordance with GAAP that shall include a calculation of the Estimated Purchase Price, the Estimated TBV Shortfall or the Estimated TBV Excess, as applicable, and the Estimated Tangible Book Value (the "Estimated Closing Balance Sheet").

Related to Estimated TBV Excess

  • Estimated Value means the value of the Contract estimated under these Contract and Procurement Regulations.

  • Estimated Cash has the meaning set forth in Section 2.4(a).

  • 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.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).

  • Estimated revenue means the amount of revenue estimated to be received from all sources during the budget year in each fund for which a budget is being prepared.

  • Intrinsic Loss Estimate means total losses under the shared loss agreements in the amount of eighty one million dollars ($81,000,000).

  • Estimated taxes means the amount that the taxpayer reasonably estimates to be the taxpayer's tax liability for a municipal corporation's income tax for the current taxable year.

  • Cost Estimate means the detailed projected expenditure, including material costs and overhead, equipment costs and overhead, labor costs and overhead, and all taxes associated with each major material and service component, required for a line extension. It shall also separately identify any incremental costs associated with providing premium services. The Company may, for the purpose of standardization, establish standard construction cost estimates, for basic or premium service plans, which shall not exceed, in any event, the average cost of constructing such line extensions in the area involved, in which case the term “cost estimate” as used in this section will be understood to mean the standard estimate thus established.

  • SF1-4 Intrinsic Loss Estimate means total losses under this Single Family Shared-Loss Agreement in the amount of eighteen million dollars ($18,000,000.00).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Estimated Cost , for the purposes of rule 22, means the estimated cost to maintain, repair or replace a major capital item;

  • Total Intrinsic Loss Estimate means the sum of the SF1-4 Intrinsic Loss Estimate in the Single Family Shared-Loss Agreement, and the Commercial Intrinsic Loss Estimate in the Commercial Shared-Loss Agreement, expressed in dollars.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Monthly Loss Amount means the sum of all Foreclosure Losses, Restructuring Losses, Short Sale Losses, Portfolio Losses, Modification Default Losses and Deficient Losses realized by the Assuming Institution for any Shared Loss Month.

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.

  • Working Capital Adjustment has the meaning set forth in Section 2.15(b).

  • Estimate means to be based on technical evaluation of the sources contributing to the discharge including, but not limited to, pump capabilities, water meters, and batch discharge volumes.