Bancorp's Adjusted Sample Clauses

Bancorp's Adjusted. Stockholders' Equity for each of the ten (10) Business Days immediately preceding the Closing Date shall be not less than the sum of (i) $36,145,000 plus (ii) the Aggregate Option Exercise Price plus (iii) any tax benefit reflected in Bancorp's consolidated stockholders' equity related to the exercise of Bancorp Stock Options prior to the Effective Time plus (iv) the positive difference, if any, between (A) an amount equal to 1.25% of the average aggregate outstanding principal amount of the Loans during such period and (B) the average amount of the allowance for loan and lease losses of Target Bank during such period, as approved by the certified public accountants selected by Purchaser.
Sample 1
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Bancorp's Adjusted. Stockholders' Equity as of the Closing Date shall not be less than $29,700,000, and the allowance for loan and lease losses of Bancorp Bank shall be adequate under GAAP and the standards applied by the OCC (in accordance with the OCC release, "OCC-CH-A-Allowance for Loan and Lease Losses), and in any event, shall not be less than an amount equal to the amount contemplated for the month on which the Closing Date occurs in Schedule 1.1(a) of the Bancorp Disclosure Schedule; provided, however, that the determination of adequacy shall be made in accordance with Section 4.16(d).
Sample 1
Bancorp's Adjusted. Stockholders' Equity shall be calculated by Bancorp's independent certified public accountants as of the close of business on the day immediately preceding the Closing Date, using reasonable estimates of revenues and expenses where actual amounts are not available and shall be based upon consolidated financial statements of Bancorp and the Bancorp Subsidiaries prepared as of and for the period ending on the last day of the month for the month immediately preceding the month during which the Closing Date occurs ("Closing Financial Statements"). The Closing Financial Statements shall be delivered to Buyer at least seven (7) days prior to the Closing Date and shall be accompanied by a report in accordance with SAS 71 prepared by Bancorp's independent certified accountants. The Closing Financial Statements and Bancorp's calculation of Adjusted Stockholder's Equity shall be verified and approved by certified public accountants selected by Buyer, which verification and approval shall not be withheld unreasonably.
Sample 1

Related to Bancorp's Adjusted

  • SALARY STEP PLAN AND SALARY ADJUSTMENTS Appointments to positions in the City and County service shall be at the entrance rate established for the position except as otherwise provided herein.

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

  • Annual Adjustments Base Rent shall be increased on each annual anniversary of the first day of the first full month during the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.

  • Stock Adjustments In the event that during the term of the pledge any stock dividend, reclassification, readjustment or other changes are declared or made in the capital structure of Pledgee, all new, substituted and additional shares or other securities issued by reason of any such change shall be delivered to and held by the Pledgee under the terms of this Security Agreement in the same manner as the Shares originally pledged hereunder. In the event of substitution of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and execute such documents as are reasonable so as to provide for the substitution of such Collateral and, upon such substitution, references to "Shares" in this Security Agreement shall include the substituted shares of capital stock of Pledgor as a result thereof.

  • Inflation Adjustment Partner acknowledges and agrees that for each successive year after the first school year of Services and Software, eLuma may determine at its discretion to raise all Fees each year at the most recent annual rate of inflation, rounded to the nearest half dollar ($0.50) as defined here, or any other U.S. Government URL outlining such increases: xxxx://xxxx.xxx.xxx/timeseries/CUUR0000SAM?output_view=pct_12mths

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Salary Adjustments At any time during the term of this Contract, the Board may, in its discretion, review and adjust the salary of the Superintendent, but in no event shall the Superintendent be paid less than the salary set forth in Section 3.1 of this Contract except by mutual agreement of the two parties. Such adjustments, if any, shall be made pursuant to a lawful Board resolution. In such event, the parties agree to provide their best efforts and reasonable cooperation to execute a new contract incorporating the adjusted salary.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • De Minimis Adjustments No adjustment in the number of shares of Common Stock purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one share of Common Stock purchasable upon an exercise of each Warrant and no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 in the Exercise Price; provided, however, that any adjustments which by reason of this Section 3.7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest full share or nearest one hundredth of a dollar, as applicable.

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