SELLER CAPITAL definition

SELLER CAPITAL means, at any time, an amount equal to (a) the aggregate paid-in capital of the Seller, PLUS (b) the Seller's net income since the Closing Date to such time, if any, MINUS (c) the Seller's net losses since the Closing Date to such time, if any, MINUS (d) the aggregate amount of dividends and distributions declared and paid on the Seller's Stock since the Closing Date.
Sample 1
SELLER CAPITAL means SELLER's shareholders’ equity determined in accordance with GAAP on a consolidated basis, net of goodwill and other intangible assets, calculated in the same manner in which SELLER's consolidated tangible equity capital at June 30, 2017, was calculated in accordance with GAAP; but, expressly including adjustments for accumulated other comprehensive income or loss as reported on SELLER's balance sheet. In calculating SELLER Capital, employee severance payments and retention bonuses payable by BUYER post-Closing, conversion and similar post-Closing integration costs, purchase accounting adjustments, and the Final Transaction Related Expenses of up to $5.3 million will not be taken into account. To the extent Final Transaction Related Expenses exceed $5.3 million, the difference, on an after-tax basis (applying an effective tax rate of 35 percent), will be treated as a reduction of SELLER Capital. SELLER Closing Capital defined and a representation provided in other sections of the Agreement.Transaction-Related Expenses ($000s) Employee RelatedEstimated Transaction-Related ExpensesFinal Transaction-RelatedExpensesChange-in-Control CostD&O Tail Coverage Insurance Integration/Operations Data Processing - Termination and Deconversion Fee Other IT/Systems Termination Cost Title Policy Premiums Professional Expenses Investment banking - Advisory Investment banking - Fairness Opinion Legal Accounting Other TOTAL Note: As provided in the Agreement, any negative differential between $5,300,000 (the "Maximum Transaction Expense Amount") and the Final Transaction Related Expenses will be subtracted from SELLER Capital on an after tax basis (applying an effective tax rate of 35 percent) for purposes of determining both SELLER Closing Capital and the Closing Capital Differential. ▪ Most bank M&A deals settle at closing (or shortly thereafter) without escrows, holdbacks or assetexclusions▪ Escrows and holdbacks are commonly requested from closely-held Sellers, where Buyer simplydemands Seller shareholders to “stand behind” reps and warranties for a period of time after closing▪ Can be regionally influenced− Upper Midwest tends to have many family-owned banks where Escrows are commonly used to insure indemnification protection to Buyer for a period of time (1 to 3 years)− Often subject to a minimum “basket” (i.e. $25,000) before Buyer can collect against Escrow▪ Other situations involving these structures might include:− Troubled bank – carve out “bad assets” - more ...
Sample 1

Examples of SELLER CAPITAL in a sentence

  • SELLER: CAPITAL ONE, N.A., a national association By: Name: Title: PURCHASER: , a By: Name: Title: The Escrow Agent executes this Agreement to acknowledge receipt of the Deposit and agrees to be bound by the terms and conditions set forth herein with respect to the Deposit.

  • SELLER: CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association By: Name: Title: Date: , 20 PURCHASER: , a By: Name: Title: Date: , 20 The Escrow Agent executes this Agreement to acknowledge receipt of the Deposit and agrees to be bound by the terms and conditions set forth herein with respect to the Deposit.

  • SELLER: CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association By: Name: Title: PURCHASER: , a By: Name: Title: The Escrow Agent executes this Agreement to acknowledge receipt of the Deposit and agrees to be bound by the terms and conditions set forth herein with respect to the Deposit.

  • SELLER: CAPITAL ONE, N.A., a national association By: Name: Title: Date: PURCHASER: , a By: Name: Title: Date: The Escrow Agent executes this Agreement to acknowledge receipt of the Deposit and agrees to be bound by the terms and conditions set forth herein with respect to the Deposit.

  • SELLER: CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP By: C.R.I., INC.

  • SELLER: CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association By: Name: Title: Date: , 20___ PURCHASER: , a By: Name: Title: Date: , 20___ The Escrow Agent executes this Agreement to acknowledge receipt of the Deposit and agrees to be bound by the terms and conditions set forth herein with respect to the Deposit.

  • SELLER: CAPITAL REALTY INVESTORS-II LIMITED PARTNERSHIP By: C.R.I., Inc.

  • SELLER: CAPITAL ONE, N.A., a national association By: _ Name: _ Title: _ PURCHASER: , a _ By: _ Name: _ Title: _ The Escrow Agent executes this Agreement to acknowledge receipt of the Deposit and agrees to be bound by the terms and conditions set forth herein with respect to the Deposit.

  • Acknowledged and Agreed: SELLER: CAPITAL BUILDERS DEVELOPMENT PROPERTIES II, a California limited partnership By: Capital Builders, Inc., a California corporation, General Partner By: Xxxxxxx X.

  • SELLER: CAPITAL ONE, NATIONAL ASSOCIATION a national banking association By: Name: Title: PURCHASER: , a By: Name: Title: The Escrow Agent executes this Agreement to acknowledge receipt of the Deposit and agrees to be bound by the terms and conditions set forth herein with respect to the Deposit.

Related to SELLER CAPITAL

  • Charter Capital means the amount of capital contributed by all Shareholders and mentioned in Article 5 of this Charter.

  • Contributed Capital at any time, the aggregate amount which shall theretofore have been received by the Borrower as a contribution to its capital or as consideration for the issuance of partnership interests in the Borrower; Contributed Capital shall in any event exclude the proceeds of any Specified Affiliate Debt and any Restricted Equity.

  • Asset Management Company/UTI AMC/AMC/Investment Manager means the UTI Asset Management Company Limited incorporated under the Companies Act, 1956, (1 of 1956) [replaced by The Companies Act, 2013 (No.18 of 2013)] and approved as such by Securities and Exchange Board of India (SEBI) under sub-regulation (2) of Regulation 21 to act as the Investment Manager to the schemes of UTI Mutual Fund.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Unreturned Capital means, with respect to any Unit, at any time, an amount equal to the excess, if any, of (i) the aggregate amount of Capital Contributions made with respect to such Unit, over (ii) the aggregate amount of Distributions made by the Company with respect to such Unit pursuant to Section 4.01(a)(ii) prior to such time.

  • Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.

  • Blocker has the meaning set forth in the preamble.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Unreturned Capital Contributions means all Capital Contributions made by a Class A Member less any returned capital.

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Sales finance company means that term as defined in section 2 of the motor vehicle sales finance act, MCL 492.102.

  • Asset Management Company/UTI AMC/AMC/Investment Manager means the UTI Asset Management Company Limited incorporated under the Companies Act, 1956, (1 of 1956) replaced by The Companies Act, 2013 (No. 18 of 2013) and approved as such by Securities and Exchange Board of India (SEBI) under sub-regulation (2) of Regulation 21 to act as the Investment Manager to the schemes of UTI Mutual Fund;

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Venture capital fund means a private fund that meets the definition of a venture capital fund in SEC Rule 203(l)-1, 17 C.F.R. § 275.203(l)-1.

  • Target Working Capital means $0.

  • Holdco has the meaning set forth in the Preamble.

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Manager-managed limited liability company means a limited liability company that is managed by

  • parent financial holding company in a Member State means a financial holding company which is not itself a subsidiary of an institution authorised in the same Member State, or of a financial holding company or mixed financial holding company set up in the same Member State;

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Target Net Working Capital means $0.

  • Apex means a point on an alluvial fan or similar landform below which the flow path of the major stream that formed the fan becomes unpredictable and alluvial fan flooding can occur.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).