Periodic Financial and Other Information. Following the date of this Agreement and until the Effective Time, FNB will deliver to ACB, as soon as each is available:
(i) an income statement and a statement of condition after each month end;
(ii) a copy of all interim financial statements after each quarter end;
(iii) a copy of each report, registration, statement, or other communication or regulatory filing made with or to any Regulatory Authority simultaneous with the filing or making thereof;
(iv) information regarding each new extension of credit by First National in excess of $100,000 (other than a loan secured by a first lien on a one-to-four family principal residence which is being made for the purchase or refinancing of that residence with a loan to value ratio of 80% or less) within ten (10) business days after each calendar month end;
(v) an analysis of First National’s Loan Loss Reserve and management’s assessment of the adequacy of the Loan Loss Reserve within ten (10) business days after each calendar quarter end;
(vi) an analysis and assessment of all of First National’s classified or “watch list” loans, along with the outstanding balance and amount specifically allocated to the Loan Loss Reserve for each such classified or “watch list” Loan within ten (10) business days after each calendar month end; and,
(vii) the following information with respect to First National’s loans and other extensions of credit (such assets being referred to in this Agreement as “Loans”) as of, and within ten (10) business days following, each calendar month end:
(A) a list of Loans past due for 30 days or more as to principal or interest;
(B) a list of Loans in nonaccrual status;
(C) a list of all Loans without principal reduction for a period of longer than one year;
(D) a list of all foreclosed real property or other real estate owned and all repossessed personal property;
(E) a list of each reworked or restructured Loan still outstanding, including original terms, restructured terms and status; and
(F) a list of any actual or threatened litigation by or against FNB pertaining to any Loan or credit, which list shall contain a description of circumstances surrounding such litigation, its present status and management’s evaluation of such litigation.
Periodic Financial and Other Information. Following the date of this Agreement and from time to time as indicated below, to and including the Effective Time, AB&T will:
(i) within ten calendar days following each calendar month-end, deliver to 1st Financial a copy of AB&T’s unaudited year-to-date consolidated income statement and an unaudited consolidated statement of condition, each as of that month-end.
(ii) within ten calendar days following each calendar quarter-end, deliver to 1st Financial a copy of AB&T’s interim unaudited consolidated financial statements for and as of the end of that quarterly period;
(iii) promptly following the filing thereof, deliver to 1st Financial a copy of each report, registration, statement or other filing, and any amendments thereto (including without limitation each call report filed by AB&T or Alliance) made by either AB&T or Alliance with or to any Regulatory Authority; provided, however, that AB&T shall not be required to deliver to 1st Financial copies of reports filed electronically by it with the SEC under the 1934 Act which are available to the public on the SEC’s Internet website;
(iv) within ten calendar days following each calendar quarter-end, deliver to 1st Financial a copy of AB&T’s and Alliance’s management’s analysis of their Loan Loss Reserves and Loan Repurchase Reserves and any analysis performed by outside loan review firms during the most recently completed quarter;
(v) within ten calendar days following each calendar month-end, deliver to 1st Financial a listing of the aggregate dollar volume and number of loans and loan commitments made or issued by Alliance during that month;
(vi) within ten calendar days following each calendar month-end, deliver to 1st Financial lists of:
(A) each loan made by Alliance to a borrower, or commitment by Alliance to make, issue or extend any loan to a borrower, in excess of the lesser of $500,000 or an amount that would cause Alliance’s aggregate credit exposure to that borrower to exceed that amount;
(B) each renewal, extension or modification by Alliance of the terms of, or commitment by Alliance to renew, extend or modify the terms of, any existing loan to a borrower to whom Alliance would have an aggregate credit exposure in excess of $500,000;
(C) loans that are past due as to principal or interest for more than 30 days;
(D) loans in nonaccrual status;
(E) loans for which there has been no reduction in principal for a period of longer than one year;
(F) all reworked or restructured loans still outstand...
Periodic Financial and Other Information. Following the date of this Agreement and from time to time as indicated below, to and including the Effective Time, 1st Financial and Mountain 1st will:
(i) within ten calendar days following each calendar month-end, deliver to FCB a copy of 1st Financial's unaudited year-to-date consolidated income statement and an unaudited consolidated statement of condition, each as of that month-end, accompanied by a written certification, signed by 1st Financial's Chief Executive Officer, to the effect that (A) he has reviewed the statements, (B) the statements have been prepared in accordance with 1st Financial's normal month-end management reporting procedures, and (C) subject to normal and recurring quarter- and year-end adjustments that are not expected to be material in amount or effect, all facts, events, transactions, claims or other circumstances of which he is aware and which, individually or in the aggregate, he believes will result in material liabilities or charges against earnings during the then current quarterly period are reflected in the statements;
(ii) within two business days after making any entry in the accounting books and records of any of the 1st Financial Companies for an item of income or expense (other than a Loan or credit loss, or a recurring entry that is normal and usual to 1st Financial and Mountain 1st both in nature and amount) that exceeds $100,000, inform FCB's Chief Financial Officer or Chief Accounting Officer of, and provide it a description of and such other information as FCB shall request regarding, the event, condition or circumstance that results in that accounting entry;
(iii) within five calendar days following each calendar month-end, deliver to FCB a copy of the investment securities report received from First Tennessee Bank's investment system for that month showing, at a minimum, each security held by the 1st Financial Companies' at month-end, the CUSIP number, book value and month-end market value of, and unrealized gain or loss related to, each such security, and all securities purchased and sold, and gains and losses realized, during that month.
(iv) within 45 calendar days following each calendar quarter-end, deliver to FCB a copy of 1st Financial's interim unaudited consolidated financial statements for and as of the end of that quarterly period;
(v) promptly following the filing thereof, deliver to FCB a copy of each report, registration, statement or other filing, and any amendments thereto (including without ...
Periodic Financial and Other Information. Following the date of this Agreement and until the Effective Time, Mutual will promptly deliver to Bancorp:
(i) an income statement and a statement of condition as presented to the Board of Directors (a) on the first business day after each regular monthly Board meeting or (b) within 30 days of the close of each month, whichever is later;
(ii) a copy of all audited financial statements within ninety (90) days after the close of the fiscal year, and a copy of all interim unaudited financial statements within forty-five (45) days after the close of each quarter;
(iii) a copy of each report, registration statement, or other communication or regulatory filing made with or to any Regulatory Authority simultaneous with the filing or making thereof;
(iv) information regarding each new request for an extension of credit in excess of $50,000;
(v) a schedule of the Loan Loss Reserve as of the close of each calendar month which schedule shall include a list of all classified or “watch list” loans, along with the outstanding balance and amount specifically allocated to the Loan Loss Reserve for each such classified or “watch list” Loan, all within ten (10) days after each such calendar month end;
(vi) the following information as presented to the Board of Directors with respect to all Loans as of each calendar month end (a) on the first business day after each regular monthly Board meeting or (b) within 30 days of the close of each month, whichever is later:
(A) a list of Loans past due for 30 days or more as to principal or interest;
(B) a list of Loans in nonaccrual status;
(C) a list of all Loans without principal reduction for a period of longer than one year;
(D) a list of all foreclosed real property or other real estate owned and all repossessed personal property;
(E) a list of each reworked or restructured Loan still outstanding, including original terms, restructured terms and status;
(F) a list of any actual or threatened litigation by or against Mutual pertaining to any Loan, which list shall contain a description of circumstances surrounding such litigation, its present status and management’s evaluation of such litigation;
(G) a list of impaired Loans; and
(H) a schedule of all Loan approvals, which schedule shall include the Loan amount, type, rate, collateral, and other material features of each Loan;
(vii) regular periodic reports on the status of any matters Previously Disclosed with reference to Section 2.15 hereof.
Periodic Financial and Other Information. Following the date of this Agreement and from time to time as indicated below until the Effective Time, SFC and SNB promptly will deliver the following information to FCB in writing:
(i) within five business days following each calendar month-end, SFC’s unaudited consolidated year-to-date income statement and an unaudited consolidated statement of condition, each as of that month-end;
(ii) within 15 days following each calendar quarter-end, SFC’s interim unaudited consolidated financial statements for and as of the end of that quarterly period;
(iii) promptly following the filing thereof, a copy of each report, registration, statement or other filing (and any amendments thereto) made by any of the SFC Companies with or to any Regulatory Authority;
(iv) within five business days following each calendar month-end, a current listing of all classified or “watch list” Loans, along with the outstanding balance and amount specifically allocated to the Loan Loss Reserves for each such classified or “watch list” Loan;
(v) within 15 days following each calendar quarter-end, management’s analysis of SNB’s and FFI’s Loan Loss Reserves;
(vi) with respect to SNB’s Loans or any commitment to make, issue or extend any Loan, a copy of each month’s directors report, simultaneously with the distribution thereof to members of SNB’s board of directors;
(vii) within five business days following each calendar month-end, the following information with respect to SNB’s Loans or any commitments to make, issue or extend any Loan, all as of that month-end:
(A) a listing of (1) each Loan made by SNB to a borrower, or commitment by SNB to make, issue or extend any Loan to a borrower, in excess of the lesser of $750,000 or an amount that would cause SNB’s credit exposure to that borrower to exceed that amount, and (2) each renewal, extension or modification by SNB of the terms of, or commitment by SNB to renew, extend or modify the terms of, any existing Loan to a borrower to whom SNB has a credit exposure in excess of $750,000;
(B) a list of Loans that are past due as to principal or interest for more than 30 days;
(C) a list of Loans in nonaccrual status;
(D) a list of Loans for which there has been no reduction in principal for a period of longer than one year;
(E) a list of all foreclosed real property or other real estate owned and all repossessed personal property;
(F) a list of all reworked or restructured Loans still outstanding, including original terms, restructured terms and ...
Periodic Financial and Other Information. Following the date of this Agreement and from time to time as indicated below, to and including the Effective Time, the Company and the Bank will, upon BancShares’ or FCB’s reasonable request, promptly provide copies of written materials in the Company’s or the Bank’s possession regarding their respective financial conditions, results of operations, capital, liquidity, Loans, deposits, interest rate risk reports, credit metrics, meeting minutes (following their approval by the Board of Directors), credit memoranda, prospects, businesses, assets, Loan portfolio, investments, properties, employees, or operations as the Company has historically collected or produced in the ordinary course of business; provided, that the Company and the Bank shall not be obligated to provide to BancShares or FCB copies of any such materials pertaining to BancShares or FCB or the transactions contemplated by this Agreement; and, provided further, that the Company and the Bank shall not be obligated to provide to BancShares or FCB any confidential supervisory information or materials that it is prohibited by its Governmental Authorities from disclosing to third parties.
Periodic Financial and Other Information. Upon the request of MFC following the date of this Agreement and from time to time at reasonable intervals until the Effective Time, CNB promptly will deliver the following information to MFC in writing within five business days following each such request by MFC:
(i) a copy of CNB's and Community's most recent consolidated income statement and a consolidated statement of condition available;
(ii) a copy of CNB's and Community's interim consolidated financial statements then available;
(iii) a copy of each report, registration, statement, or other communication or regulatory filing made by CNB or Community with or to any Regulatory Authority and not previously furnished to MFC;
(iv) an analysis of the Loan Loss Reserve and management's assessment of the adequacy of the Loan Loss Reserve, which analysis and assessment shall include a list of all classified or "watch list" Loans, along with the outstanding balance and amount specifically allocated to the Loan Loss Reserve for each such classified or "watch list" Loan; and,
(v) with respect to Community's Loans or any commitment to make, issue or extend any Loan, a copy of each month's directors report, simultaneously with the distribution thereof to members of Community's board of directors,
(vi) the following additional information:
(A) a listing of each new Loan in excess of $25,000 in principal balance made since the same information was last provided;
(B) a listing of each renewal, extension or modification of the terms of a Loan in excess of $25,000 in principal balance effected since the same information was last provided;
(C) a listing of each commitment to extend credit in excess of $25,000 in principal balance issued since the same information was last provided; and
(D) a then current listing of all documentation or compliance exceptions relating to Community's Loans. EXHIBIT 2.2
Periodic Financial and Other Information. So long as an Investor is the holder of not less than (i)100,000 shares of Series A Preferred Stock, (ii) 100,000 shares of Series B Preferred Stock, or (iii) 200,000 shares of Series A Preferred Stock and/or Series B Preferred Stock in the aggregate: within ninety (90) days after the end of each fiscal year of the Company, the Company will provide such Investor with financial statements of the Company for such fiscal year, consisting of an income statement, balance sheet and statement of changes in financial position, and prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") which may be audited by such Investor's internal auditors at such times and from time to time as such Investor deems appropriate; the Company shall provide such Investor with full access to its premise, officers, employees, books and records as shall be requested by such Investor in order to exercise such audit right; within forty-five (45) days after the end of each quarterly accounting period of each fiscal year of the Company, the Company will provide such Investor with an unaudited income statement, balance sheet and statement of changes in financial position with comparisons to budget and the immediately preceding fiscal year for such quarter and for the year to date, prepared in accordance with GAAP; within thirty (30) days after the end of each fiscal month, commencing with the first fiscal month ending after the date hereof or ending in the thirty (30) day period before the date hereof, the Company will provide such Investor with internal monthly financial and operating statements for such month, plus a statement setting forth a comparison by reasonable categories to the applicable budget and comparable figures for the prior year; and within thirty (30) days after the end of each fiscal year, the Company will provide such Investor with an annual budget for the next succeeding fiscal year, with the first such annual budget to be provided January 30, 2001; provided, however, that the Company need not provide any such budgets to any Investor which has entered into, or is actively preparing to enter into, significant competition with the Company.
Periodic Financial and Other Information. So long as Medscape is the holder of at least 3% of the Seller's issued and outstanding Ordinary Shares (on an as-converted basis):
14 15 6.1.1.1 within 120 days after the end of each fiscal year of Seller, commencing with the year ending December 31, 1999, Seller will provide Medscape with financial statements of Seller for such fiscal year, consisting of an income statement, balance sheet and statement of changes in financial position, which shall have been duly audited by an independent certified public accounting firm, and prepared in accordance with Israeli generally accepted accounting principles consistently applied ("Israeli GAAP");
Periodic Financial and Other Information. Following the date of this Agreement and until the Effective Time, Yadkin promptly will deliver to Main Street a copy of each report, registration, statement, or other communication or regulatory filing made with or to any Regulatory Authority simultaneous with the filing or making thereof.
