Certain Policies of the Company. At or before the Effective Time, the Company shall make such accounting entries or adjustments as Monarch shall request in order to implement its plans for the Company Bank following the Merger or to reflect merger-related expenses and costs; PROVIDED, HOWEVER, that (a) the Company shall not be required to take such action more than two days prior to the Effective Time, (b) no such adjustment shall require, based upon consultation with counsel and accountants for the Company, any filing with any governmental agency, or violate any law, rule or regulation applicable to the Company, (c) no such adjustment shall require any changes in net income or shareholders' equity that will be required to be contained in any financial statement required to be filed by the Company under the rules of the SEC if the Company reasonably believes that all of the conditions to closing set forth in Article V will not be either satisfied or waived; and FURTHER PROVIDED, that in any event no accrual or reserve made by the Company or the Company Bank pursuant to this Section 4.2 shall constitute or be deemed to be a breach or violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Plan or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. The recording of such adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be construed as concurrence of the Company's management with any such adjustments. SECTION 4.3.
Appears in 1 contract
Certain Policies of the Company. At or before the Effective Time, the Company shall make such accounting entries or adjustments as Monarch shall request in order to implement its plans for the Company Bank following the Merger or to reflect merger-related expenses and costs; PROVIDEDprovided, HOWEVERhowever, that (a) the Company shall not be required to take such action more than two days prior to the Effective Time, (b) no such adjustment shall require, based upon consultation with counsel and accountants for the Company, any filing with any governmental agency, or violate any law, rule or regulation applicable to the Company, (c) no such adjustment shall require any changes in net income or shareholders' equity that will be required to be contained in any financial statement required to be filed by the Company under the rules of the SEC if the Company reasonably believes that all of the conditions to closing set forth in Article V will not be either satisfied or waived; and FURTHER PROVIDEDfurther provided, that in any event no accrual or reserve made by the Company or the Company Bank pursuant to this Section 4.2 shall constitute or be deemed to be a breach or violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Plan or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. The recording of such adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be construed as concurrence of the Company's management with any such adjustments. SECTION 4.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (California Commercial Bankshares)
Certain Policies of the Company. At or before the Effective Time, the Company shall make such accounting entries or adjustments as Monarch Western shall request in order to implement its plans for the Company Bank following the Merger or to reflect merger-related expenses and costs; PROVIDED, HOWEVER, that (a) the Company shall not be required to take such action more than two days prior to the Effective Time, (b) no such adjustment shall require, based upon consultation with counsel and accountants for the Company, any filing with any governmental agency, or violate any law, rule or regulation applicable to the Company, (c) no such adjustment shall require any changes in net income or shareholders' equity that will be required to be contained in any financial statement required to be filed by the Company under the rules of the SEC FDIC if the Company reasonably believes that all of the conditions to closing set forth in Article V will not be either satisfied or waived; and FURTHER PROVIDED, that in any event no accrual or reserve made by the Company or the Company Bank pursuant to this Section 4.2 shall constitute or be deemed to be a breach or violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Plan or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. The recording of such adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be construed as concurrence of the Company's management with any such adjustments. SECTION 4.3.
Appears in 1 contract
Certain Policies of the Company. At or before the Effective Time, the Company shall make such accounting entries or adjustments as Monarch Western shall request in order to implement its plans for the Company Bank following the Merger or to reflect merger-related expenses and costs; PROVIDED, HOWEVER, that (a) the Company shall not be required to take such action more than two days prior to the Effective Time, (b) no such adjustment shall require, based upon consultation with counsel and accountants for the Company, any filing with any governmental agency, or violate any law, rule or regulation applicable to the Company, (c) no such adjustment shall require any changes in net income or shareholders' equity that will be required to be contained in any financial statement required to be filed by the Company under the rules of the SEC FDIC if the Company reasonably believes that all of the conditions to closing set forth in Article V will not be either satisfied or waived; and FURTHER PROVIDED, that in any event no accrual or reserve made by the Company or the Company Bank pursuant to this Section 4.2 shall constitute or be deemed to be a breach or violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Plan or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. The recording of such adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be construed as concurrence of the Company's management with any such adjustments. SECTION 4.3.
Appears in 1 contract
