Merger Consideration Adjustments. (i) The Merger Consideration shall be increased or decreased by an amount equal to the difference between (x) Consumers' Net Statutory Surplus (as defined below) at the end of the month preceding the Effective Date and (y) $6,710,623. For purposes of this Agreement, Consumers' Net Statutory Surplus shall mean (x) the total statutory capital and surplus of Consumers Life Insurance Company ("CLI"), as reported in statutory statements reported to state regulatory authorities, plus (y) the asset valuation reserve and interest maintenance reserve of CLI and each of its subsidiaries. In computing any Merger Consideration adjustments, the effects on total capital and surplus of any transactions which are not in the ordinary course of business, including (x) any effects from the sale of assets contemplated below and (y) the effects of any severance costs up to $300,000, shall be excluded.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Consumers Financial Corp), Agreement and Plan of Merger (Consumers Financial Corp)
Merger Consideration Adjustments. (i) The Merger Consideration shall be increased or decreased by an amount equal to the difference between (x) Consumers' Net Statutory Surplus (as defined below) at the end of the month preceding the Effective Date and (y) $6,710,623. For purposes of this Agreement, Consumers' Net Statutory Surplus shall mean (x) the total statutory capital and surplus of Consumers Life Insurance Company ("CLI"), as reported in statutory statements reported to state regulatory authorities, plus (y) the asset valuation reserve and interest maintenance reserve of CLI and each of its subsidiaries. In computing any Merger Consideration adjustments, the effects on total capital and surplus of any transactions which are not in the ordinary course of business, including (x) any effects from the sale of assets contemplated below by this Agreement and (y) the effects of any severance costs up to $300,000, shall be excluded.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Consumers Financial Corp), Agreement and Plan of Merger (Consumers Financial Corp)
Merger Consideration Adjustments. (i) The Merger Consideration shall be increased or decreased by an amount equal to the difference between (x) Consumers' Consumers Net Statutory Surplus (as defined below) at the end of the month preceding the Effective Date and (y) $6,710,623. For purposes of this Agreement, Consumers' Consumers Net Statutory Surplus shall mean (x) the total statutory capital and surplus of Consumers Life Insurance Company ("CLI"( CLI ), as reported in statutory statements reported to state regulatory authorities, plus (y) the asset valuation reserve and interest maintenance reserve of CLI and each of its subsidiaries. In computing any Merger Consideration adjustments, the effects on total capital and surplus of any transactions which are not in the ordinary course of business, including (x) any effects from the sale of assets contemplated below by this Agreement and (y) the effects of any severance costs up to $300,000, shall be excluded.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Consumers Financial Corp)
