Common use of Shareholders’ Equity and Reserves Clause in Contracts

Shareholders’ Equity and Reserves. As of the last business day of the month immediately preceding the month of the Effective Date (the “Shareholders’ Equity Measuring Date”), (i) the Adjusted Shareholders’ Equity of the Company shall not be less than $45,900,000 on the Shareholders’ Equity Measuring Date and (ii) the Company’s ALL shall not be less than $3,800,000, in each case as determined in accordance with GAAP. For purposes of this Section 7.03(e), “Adjusted Shareholders’ Equity” means the equity of the Company as set forth on the Closing Financial Statements (as defined in Section 7.03(e) below) (provided that unrealized gains or losses in the Company’s securities portfolio due to xxxx-to-market adjustments as of the Shareholders’ Equity Measuring Date shall not affect Adjusted Shareholders’ Equity) plus the sum of (v) all amounts paid or accrued in connection with any actions taken pursuant to Section 6.17 to the extent that such actions were not necessary to bring the Company into conformity with GAAP or any rule or regulation of any Regulatory Authority, (w) all expenses of all attorneys, accountants, investment bankers and other advisers and agents for the Company for services rendered solely in connection with the transaction contemplated by this Agreement, including actions taken pursuant to Sections 6.21 and 6.22, (x) all amounts paid or accrued relating to severance, retention or change of control costs, (y) any costs associated with the termination of the 401(k) Plan and the BOLI, and (z) the aggregate amount paid by the Company, if any, in order to satisfy its obligation to cancel the Company Stock Options pursuant to Section 6.18.

Appears in 1 contract

Samples: Merger Agreement (First Community Bancorp /Ca/)

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Shareholders’ Equity and Reserves. As of the last business day of the month immediately preceding the month of the Effective Date June 30, 2004 (the “Shareholders’ Equity Measuring Date”), (i) the Adjusted Shareholders’ Equity of the Company shall not be less than $45,900,000 on the Shareholders’ Equity Measuring Date 58,000,000 and (ii) the Company’s ALL shall not be less than $3,800,0005,000,000, inclusive of the amount of the reserve for unfunded loan commitments, in each case as determined in accordance with GAAP. For purposes of this Section 7.03(e), “Adjusted Shareholders’ Equity” means the equity of the Company as set forth on the Closing Financial Statements (as defined in Section 7.03(e) below) (provided that unrealized of June 30, 2004, excluding any gains or losses on or changes in the Company’s fair market value of securities portfolio due to xxxx-to-market adjustments as of the Shareholders’ Equity Measuring Date shall not affect Adjusted Shareholders’ Equity) plus Company from such calculation, and adding the sum of of, without duplication, (vw) all amounts paid or accrued in connection with any actions taken pursuant to Section 6.17 Sections 6.05 and 6.15 to the extent that such actions were not necessary to bring the Company into conformity with GAAP or any applicable rule or regulation of any Regulatory Governmental Authority, (wx) all fees and expenses of all attorneys, accountants, investment bankers and other advisers advisors and agents for the Company (“Advisors”) for services rendered solely in connection with the transaction transactions contemplated by this AgreementAgreement (collectively, including actions taken pursuant “Professional Fees”) paid by the Company prior to Sections 6.21 the Effective Time and 6.22, which do not exceed in the aggregate $400,000.00 (xexclusive of reasonable costs incurred or advanced by such Advisors and excluding any fees and expenses of such Advisors incurred by the Company at Placer’s written request) all amounts paid or accrued relating to severance, retention or change of control costs, (y) any costs associated with amounts accrued or to be accrued by the termination Company for severance payments to be made pursuant to agreements or policies in effect on the date hereof in contemplation of the 401(k) Plan and consummation of the BOLI, transactions provided for hereby and (z) the aggregate amount paid by the Company, if any, in order to satisfy its obligation to take all action as may be necessary to cancel the Company Stock Options pursuant to Section 6.186.16.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Placer Sierra Bancshares)

Shareholders’ Equity and Reserves. As of the last business day of the month immediately preceding reflected in the month of the Effective Date Closing Financial Statements (the “Shareholders’ Equity Measuring Date”), (i) the Adjusted Shareholders’ Equity of the Company shall not be less than $45,900,000 on the Shareholders’ Equity Measuring Date 52,000,000 and (ii) the Company’s ALL of the Company shall not be less than $3,800,0003,200,000, in each case as determined in accordance with GAAP, provided, however, that in the event that the sum of the Adjusted Shareholders’ Equity plus the ALL of the Company is less than $55,200,000, then the aggregate Merger Consideration to be paid to the holders of Company Common Stock shall be recomputed on the basis of an aggregate value of the Merger Consideration equaling $105,000,000 less the amount by which the combined Adjusted Shareholders’ Equity and ALL of the Company is less than $55,200,000. For purposes of this Section 7.03(e), “Adjusted Shareholders’ Equity” means the equity of the Company as set forth on in the Closing Financial Statements (as defined in Section 7.03(e7.03(g) below) (provided that unrealized ), excluding any gains or losses on or changes in the Company’s fair market value of securities portfolio due to xxxx-to-market adjustments as of the Shareholders’ Equity Measuring Date shall not affect Adjusted Shareholders’ Equity) plus Company from such calculation, and adding the sum of (vw) all amounts paid or accrued in connection with any actions taken pursuant to Section 6.17 to the extent that such actions were not necessary to bring the Company into conformity with GAAP or any applicable rule or regulation of any Regulatory Governmental Authority, (wx) all fees and expenses of all attorneys, accountants, investment bankers and other advisers advisors and agents for the Company (“Advisors”) for services rendered solely in connection with the transaction transactions contemplated by this AgreementAgreement (collectively, including actions taken pursuant “Professional Fees”) paid by the Company prior to Sections 6.21 the Effective Time and 6.22which do not exceed in the aggregate $500,000 (exclusive of reasonable costs incurred or advanced by such Advisors), (x) all amounts paid or accrued relating to severance, retention or change of control costs, and (y) the amount of any costs associated with the termination payment listed on Schedule 4.01(d) of the 401(k) Plan and the BOLI, and (z) the aggregate amount paid Company Disclosure Schedule required to be accrued by the Company, if any, in order to satisfy its obligation to cancel Company as of the Company Stock Options pursuant to Section 6.18Shareholders’ Equity Measuring Date.

Appears in 1 contract

Samples: Merger Agreement (Centennial Bank Holdings, Inc.)

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Shareholders’ Equity and Reserves. As of the last business day of the month immediately preceding reflected in the month of the Effective Date Closing Financial Statements (the “Shareholders’ Equity Measuring Date”), (i) the Adjusted Shareholders’ Equity of the Company shall not be less than $45,900,000 on the Shareholders’ Equity Measuring Date 20,157,581 and (ii) the Company’s ALL shall not be less than $3,800,0001,519,926, in each case as determined in accordance with GAAP. For purposes of this Section 7.03(e7.03(f), “Adjusted Shareholders’ Equity” means the equity of the Company as set forth on in the Closing Financial Statements (as defined in Section 7.03(e7.03(g) below) (provided that unrealized ), not taking into account any gains or losses on or changes in the Company’s fair market value of securities portfolio due to xxxx-to-market adjustments as of the Shareholders’ Equity Measuring Date shall not affect Adjusted Shareholders’ EquityCompany from such calculation (including without limitation any gains or losses realized as a result of actions taken by the Company in compliance with Section 6.22), and (i) plus deducting therefrom any amount attributable to the proceeds of the Progressive Litigation, and (ii) adding the sum of (v) all amounts paid or accrued with respect to severance, retention and other payments pursuant to the Retention Letters disclosed on Schedule 5.02(m) of the Disclosure Schedule, (w) all amounts paid or accrued in connection with any actions taken pursuant to Section Sections 6.17 to the extent that such actions were not necessary to bring the Company into conformity with GAAP or any applicable rule or regulation of any Regulatory Governmental Authority, (wx) all amounts paid or accrued in connection with any actions taken pursuant to Section 6.21 to the extent in excess of amounts accrued on the Company’s balance sheet as of December 31, 2004 with respect to the Deferred Compensation Program referred to in Section 6.21, (y) all fees and expenses of all attorneys, accountants, investment bankers and other advisers advisors and agents for the Company (“Advisors”) for services rendered solely in connection with the transaction transactions contemplated by this AgreementAgreement (collectively, including actions taken “Professional Fees”) paid by the Company prior to the Effective Time and which do not exceed in the aggregate $400,000 plus the amount of fees and expenses payable to KBW pursuant to Sections 6.21 and 6.22, the terms of its engagement as disclosed under Section 5.02(l) (x) all but not including any amounts paid or accrued relating to severance, retention or change on account of control costs, (yproceeds from the Progressive Litigation) any costs associated with the termination of the 401(k) Plan and the BOLI, and (z) the aggregate amount paid by the Company, if any, in order to satisfy its obligation to take all action as may be necessary to cancel the Company Stock Options pursuant to Section 6.18.

Appears in 1 contract

Samples: Merger Agreement (First Community Bancorp /Ca/)

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