Tangible Common Equity definition

Tangible Common Equity means the excess of Tangible Assets over the total liabilities of the Company, calculated in accordance with GAAP (which calculation, for the avoidance of doubt, will include total assets minus only goodwill and deposit based intangibles) as of the Closing Date, as adjusted to exclude: (i) Transaction Costs; (ii) Severance Costs (to the extent such Transaction Costs and Severance Costs are set forth in Section 12.1(ttt) of the Company Disclosure Schedules); (iii) any changes to the valuation of the Company (or the Bank) investment portfolio attributed to ASC 320, whether upward or downward, from March 31, 2021; and (iv) any realized gains or losses on Company Investment Securities realized between March 31, 2021 and the Closing Date in a trade that was not objected to in advance of such trade by Nicolet.

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Tangible Common Equity has the meaning assigned to such term in Schedule A. “Tax” or “Taxes” includes all taxes, charges, fees, levies, or other assessments, including, without limitation, income, gross receipts, excise, real and personal property, profits, estimated, severance, occupation, production, capital gains, capital stock, goods and services, environmental, employment, withholding, stamp, value added, alternative or add-on minimum, sales, transfer, use, license, payroll and franchise taxes or any other tax, custom, duty or governmental fee, or other like assessment or charge of any kind whatsoever, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a local, municipal, county, state, foreign, Federal or other government or subdivision or agency thereof, or in connection with any agreement with respect to Taxes, including all interest, penalties, fines, related liabilities, and additions imposed with respect to such amounts.

Tangible Common Equity means common stockholder’s equity less goodwill and intangible assets.

Examples of Tangible Common Equity in a sentence

The Company shall deliver the calculation of Tangible Common Equity to Nicolet, accompanied by appropriate supporting detail, no later than the close of business on the fifth (5th) Business Day preceding the Closing Date, and such calculation shall be subject to verification and approval by Nicolet and its independent auditors, which approval shall not be unreasonably withheld.
The Company shall have, as of the Determination Date, Tangible Common Equity, after giving effect to the Pro Forma Adjustments (the “Pro Forma Capitalization”), of at least $1,990,000,000.
The Tangible Common Equity will be determined by reference to the most recent available month-end balance sheet of the Company, and calculated in accordance with the Accounting Principles (but in no event will the Tangible Common Equity be determined by reference to any balance sheet dated after October 31, 2011) (the date of such balance sheet, the “Determination Date”).
As of the Closing Date, (i) the Adjusted Tangible Common Equity shall not be less than $161,843,000, and (ii) the Company’s ALLL shall not be less than $18,086,000, in each case as determined in accordance with GAAP, and the Company shall have delivered the certificate of the Chief Financial Officer of the Company contemplated by Section 6.21.
If Return On Average Tangible Common Equity exceeds Median Performance but does not equal or exceed Maximum Performance, the Participant shall vest in an amount of Shares of Restricted Stock on the Vesting Date determined by linear interpolation on a straight-line basis rounded to the nearest whole share between Median Performance and Maximum Performance.

More Definitions of Tangible Common Equity

Tangible Common Equity has the meaning set forth in the GFI Merger Agreement.

Tangible Common Equity means the difference between (A) the Consolidated stockholder equity in the Borrower, including, but not limited to, accumulated other comprehensive income accounted for under FASB 115 as gains or losses on securities held for sale, minus (B) the sum of (i) the Consolidated preferred stockholder equity in the Borrower, and (ii) the Consolidated goodwill and intangibles of the Borrower; in each case as shown on the Consolidated financial statements of Borrower, prepared in accordance with FFIEC requirements.”

Tangible Common Equity means the total common stockholders’ equity of the Company as of the specified date, less goodwill, less intangible assets and omitting other comprehensive income.

Tangible Common Equity means the excess of Tangible Assets over the total liabilities of the Company, calculated in accordance with GAAP as of the Closing Date, as adjusted to exclude: (i) Transaction Costs; (ii) Severance Costs; (iii) any changes to the valuation of the Company (or the Bank) investment portfolio attributed to ASC 320, whether upward or downward, from June 30, 2019 until the calculation of the Tangible Common Equity pursuant to Section 5.10; and as set forth in Section 12.1(ttt) of the Company Disclosure Schedules.

Tangible Common Equity means, as of the Measurement Time, an amount equal to: (i) the common shareholders’ equity of HoldCo and its Subsidiaries; less (ii) the amount of goodwill and other intangible assets of HoldCo and its Subsidiaries, in each case, on a consolidated basis, determined in accordance with GAAP applied in a manner consistent with the accounting principles, methods, policies, practices and classifications utilized in the preparation of the Reference Balance Sheet; provided that such determination shall include any modifications resulting from the implementation, effectiveness and interpretation of, and otherwise reflect and incorporate, in all respects, CECL, and such determination shall (x) give effect to the Seller Non-Performing Assets Transfers and the Reorganization, and (y) exclude for all purposes any Transaction Expenses.

Tangible Common Equity means the Bank’s common shareholders’ equity less goodwill and less intangible assets.

Tangible Common Equity means (A) Target’s stockholders’ equity less preferred stock, and goodwill, core deposit intangibles and other intangible assets, net of accumulated amortization, on a consolidated basis, as such components are determined pursuant to generally accepted accounting principles in the United States (“GAAP”) minus (B) the Transaction Expenses through the Closing Date to the extent not paid or accrued by Target or otherwise accounted for in connection with the determination required by subsection (A) of this Section 2.02(c)(i) whether or not required under GAAP. The calculation of Tangible Common Equity shall include accruals for all ad valorem Taxes owed by Target on a pro-rated basis for the period ending on the Closing Date. The calculation of Tangible Common Equity shall exclude unrealized gains and losses on Target Bank’s investment securities.