TBV definition

TBV means, as of any specified date, the tangible book value of the Bank calculated from the corresponding balance sheet of the Bank as of such specified date. For purposes of this definition, the tangible book value of the Bank will be calculated using the same methodologies, assumptions, accounting policies, principles, practices and categories used in calculating the tangible book value of the Bank as set forth in Schedule 2. Notwithstanding anything to the contrary, TBV shall not include any Tax refunds, Tax attributes relating to net operating loss carryforwards or Tax credits (and, for the avoidance of doubt, any reserves related thereto and any corresponding items which are derivative of such items, such as adjustments to deferred Tax assets due to federal benefits associated with state items).

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TBV has the meaning set forth in the introductory paragraph of this Agreement.

TBV means, as of any specified date, the tangible book value of the Bank calculated from the corresponding balance sheet of the Bank as of such specified date. For purposes of this definition, the tangible book value of the Bank will be calculated using the same methodologies, assumptions, accounting policies, principles, practices and categories used in calculating the tangible book value of the Bank as set forth in S chedule 2.

Examples of TBV in a sentence

• The Performance Units granted under the Agreement may be earned by the Grantee based on the Company’s Relative ROATCE (as defined below) and Relative TBV Accretion (as defined below) performance over the Performance Period, which shall be weighted equally (such Performance Units, the “Relative ROATCE Performance Units” and the “Relative TBV Accretion Performance Units,” respectively).

• Relative ROATCE and Relative TBV Accretion will be determined by ranking the Company’s and each Peer Group Company’s average ROATCE and TBV Accretion performance, respectively, from highest to lowest for the Performance Period.

• Moreover, and without limiting the foregoing, TBV Accretion may be adjusted by the Committee to exclude the effects of any corporate transaction affecting the shares of the Company’s Common Stock as described in Section 4.2 of the Plan.

• For further information regarding the percentage of the Award that may be earned at various levels of TBV growth, please refer to Appendix A.

• In addition, results for Three-year Average ROA (Tax-Normalized) and Three-year Average Growth in Adjusted TBV will be calculated at the end of the Performance Period and, to the extent necessary, will be normalized to exclude the material effects of changes in the Internal Revenue Code of 1986 and related regulations adopted after the first day of the Performance Period.

• For the avoidance of doubt, the Parties acknowledge and agree that regarding all payments made by Travelport to Subscriber under this Agreement, those with respect to business in North America will be paid by TLP and those with respect to business in Europe will be paid by TBV.

• Either (i) Parent and the Company shall have agreed in writing regarding the Final Adjusted TBV or (ii) the Neutral Auditor shall have made its final and binding determination of the Final Adjusted TBV pursuant to Section 2.2(g).

• The Special Dividend Transaction shall have been consummated; provided that the Estimated Closing TBV shall not be less than the Target Closing TBV and shall not be more than the Maximum Closing TBV.

• The Three-year Average ROA (Tax-Normalized) and the Three-year Average Growth in Adjusted TBV will be determined in accordance with conventional rounding principles to the nearest basis point (for Three-year Average ROA (Tax-Normalized)) and the nearest one-hundredth of a percent (for Three-year Average Growth in Adjusted TBV) (e.g., 50.4 bps will be rounded down to 50 bps for Three-year Average ROA (Tax-Normalized) and 5.256% will be rounded up to 5.26% for Three-year Average Growth in Adjusted TBV).

• The Final Adjusted TBV shall be not less than twenty six million U.S. dollars ($26,000,000).

More Definitions of TBV

TBV means total assets minus total liabilities of the Group Companies, included in those accounts and line items set forth in the March 31, 2023 balance sheet in Exhibit “A” and calculated in accordance with the Accounting Principles.

TBV means total assets minus total liabilities of the Group Companies, included in those accounts and line items set forth in the March 31, 2023 balance sheet in Exhibit “A” and calculated in accordance with the Accounting Principles. “Target TBV” means $54,674,688; “Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder, each as amended.

TBV has the meaning set forth in the introductory paragraph of this Agreement. “Term” has the meaning set forth in Section 10.A. “TLP” has the meaning set forth in the introductory paragraph of this Agreement. “Travelport” has the meaning set forth in the introductory paragraph of this Agreement. “Travelport Group” means, collectively, Travelport and all Travelport Group Companies. “Travelport Group Company” means TLP, TBV, and any other company (but excluding Orbitz and any Orbitz Worldwide Agency) that at the relevant time (both currently and in the future), directly or indirectly, Controls, is Controlled by, or is under common Control with, TLP or TBV. “Travelport GDS” means the computer hardware and software (as updated from time to time during the Term) operated by or for any Travelport Group Company as a GDS, including the Galileo® GDS, the Apollo® GDS, and the Worldspan® GDS. Except to the extent the context otherwise requires, a reference in this Agreement to the Travelport GDS will be a reference to the Galileo, Apollo, and Worldspan GDSs collectively, while a reference in this Agreement to a Travelport GDS will be a reference to any of the Galileo GDS, the Apollo GDS, or the Worldspan GDS individually. “Travelport Limited” means Travelport Limited, a company incorporated under the laws of Bermuda. “Travelport LLC” means Travelport LLC, a limited liability company organized under the laws of Delaware. “Travelport System” means (i) any Travelport GDS, and (ii) the uAPI as and to the extent it has been certified for use in connection with the applicable website or application as provided in Section 4.B of the uAPI Addendum. Except to the extent the context otherwise requires, a reference in this Agreement to the Travelport System will be a reference to the Travelport GDS and the uAPI collectively, while a reference in this Agreement to a Travelport System will be a reference to any of the Galileo GDS, the Apollo GDS, the Worldspan GDS, or the uAPI individually. For the avoidance of doubt, at no additional cost to Subscriber, Subscriber may, subject to applicable legal, technical and marketing restrictions that are applicable to all Travelport subscribers, use the Travelport System or any combination of Travelport Systems from time to time during the Term in its sole discretion. “uAPI” has the meaning given to it in the uAPI Addendum. “uAPI Addendum” means the uAPI Addendum attached as Attachment G to this Agreement. “uAPI Segment” has the meaning given ...

TBV means T.B.V. Enterprises Incorporated, an Arizona corporation.

TBV means T.B.V.

TBV means (i) the Company’s total equity minus its goodwill and intangible assets divided by (ii) the total number of shares of Common Stock outstanding on a Fully-Diluted basis. In determining TBV, the calculations shall be determined by (i) reference to the Company’s most recently filed report with the SEC or the Office of the Comptroller of the Currency (“OCC”), or (ii) if the Company is not an SEC or OCC reporting company, as calculated in good faith by the Company and approved by the Board, in each case as of the date of, and as set forth in, the applicable Drawdown Notice. In consideration for such Common Stock (and, if applicable, Preferred Stock), at each Drawdown Closing each Investor Stockholder shall make a capital contribution in cash to the Company in the amount of such funds.