SCB Consolidated Shareholder’s Equity Clause Samples

SCB Consolidated Shareholder’s Equity. As of the end of the month prior to the Effective Time, the SCB Consolidated Shareholders’ Equity (as such term is defined below), shall not be less than $15,358,000. “SCB Consolidated Shareholders’ Equity” shall be the consolidated shareholders’ equity of SCB and Summit Bank determined in accordance with GAAP consistently applied for prior periods to which shall be added the following amounts (which amounts shall also be calculated in accordance with GAAP): (i) any accruals, reserves, or charges resulting from expenses of the Merger and other transactions contemplated by this Agreement which shall not exceed $2,600,000, and (ii) any accruals, reserves or charges taken by SCB or Summit Bank at the request of Horizon pursuant to Section 5.05 hereof. Horizon and SCB recognize and agree that any changes to the valuation of the SCB investment portfolio attributed to ASC 320, whether upward or downward, from September 30, 2013 until the measurement date will not be considered in calculating the SCB Consolidated Common Shareholders’ Equity for purposes of this section.