Common use of Shareholders’ Equity Clause in Contracts

Shareholders’ Equity. As of the last business day of the month reflected in the Closing Financial Statements (the “Shareholders’ Equity Measuring Date”), (i) the Adjusted Shareholders’ Equity shall not be less than $338,000,000 and (ii) the Company’s ALL shall not be less than $19,000,000, in each case as determined in accordance with GAAP. For purposes of this Section 6.03(d), “Adjusted Shareholders’ Equity” means the consolidated equity of the Company as set forth in the Closing Financial Statements, minus any unrealized gains or plus any unrealized losses (as the case may be) in the Company’s securities portfolio due to xxxx-to-market adjustments as of the Shareholders’ Equity Measuring Date, and adding the sum of (w) all amounts paid or accrued in connection with any actions taken in connection with the Preferred Stock Purchase, (w) all amounts paid or accrued in connection with any actions taken pursuant to Section 5.09 to the extent that such actions were not necessary to bring the Company into conformity with GAAP or any applicable Law of any Governmental Authority, (x) all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents (“Advisors”) for the Company for services rendered solely in connection with the transactions contemplated by this Agreement (collectively, “Professional Fees”) paid by the Company prior to the Effective Time and which do not exceed in the aggregate $10,000,000 (exclusive of reasonable costs incurred or advanced by such Advisors); (y) attorneys’ fees arising directly and exclusively from any actions, claims, suits or hearings brought by the Company’s shareholders with respect to this Agreement or the transactions contemplated hereby; and (z) any amounts payable by the Company in connection with the cancellation of Company Equity Awards pursuant to Section 3.04, and any costs associated with the termination of employee benefit plans or programs (inclusive of any severance compensation paid or to be paid as provided herein) or any retention bonuses paid in accordance with this Agreement, and any costs incurred in connection with the termination of Contracts pursuant to Section 5.14.

Shareholders’ Equity. As of the last business day of the month reflected in the Closing Financial Statements (the “Shareholders’ Equity Measuring Date”), (i) the sum of the Adjusted Shareholders’ Equity and the Company’s ALLL shall not be less than $338,000,000 and the sum of (i) the Company’s ALLL as of December 31, 2020, (ii) the Company’s ALL shall not be greater of (A) Adjusted Shareholders’ Equity as of December 31, 2020 or (B) Adjusted Shareholders’ Equity as of March 31, 2021 less than $19,000,0001,525,000 and (iii) any recoveries collected by the Company between the date of this Agreement and the Shareholders’ Equity Measuring Date, in each case as determined in accordance with GAAP. For purposes of this Section 6.03(d), “Adjusted Shareholders’ Equity” means the consolidated equity of the Company as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 or the Closing Financial Statements, as applicable, minus any unrealized gains or plus any unrealized losses (as the case may be) in the Company’s securities portfolio due to xxxx-to-market adjustments as of the Shareholders’ Equity Measuring Dateapplicable date of such financial statements, and adding the sum of (w) all amounts paid or accrued in connection with any actions taken in connection with the Preferred Stock Purchase, (w) all amounts paid or accrued in connection with any actions taken pursuant to Section 5.09 to the extent that such actions were not necessary to bring the Company into conformity with GAAP or any applicable Law of any Governmental Authority, (x) all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents (“Advisors”) for the Company for services rendered solely in connection with the transactions contemplated by this Agreement (collectively, “Professional Fees”) paid by the Company prior to the Effective Time and which do not exceed in the aggregate $10,000,000 3,700,000 (exclusive of reasonable costs incurred or advanced by such Advisors); (y) attorneys’ fees arising directly and exclusively from any actions, claims, suits or hearings brought by the Company’s shareholders with respect to this Agreement or the transactions contemplated hereby; and (z) any amounts payable by the Company in connection with the cancellation of Company Equity Awards pursuant to Section 3.04, and any costs associated with the termination of employee benefit plans or programs (inclusive of any severance compensation paid or to be paid as provided herein) or any retention bonuses paid in accordance with this Agreement, and any costs incurred in connection with the termination of Contracts pursuant to Section 5.14.

Shareholders’ Equity. As of the last business day of the month reflected in the Closing Financial Statements (the “Shareholders’ Equity Measuring Date”), (i) the sum of the Adjusted Shareholders’ Equity and the Company’s ALLL shall not be less than $338,000,000 and the sum of (i) the Company’s ALLL as of December 31, 2020, (ii) the Company’s ALL shall not be greater of (A) Adjusted Shareholders’ Equity as of December 31, 2020 or (B) Adjusted Shareholders’ Equity as of March 31, 2021 less than $19,000,0001,525,000 and (iii) any recoveries collected by the Company between the date of this Agreement and the Shareholders’ Equity Measuring Date, in each case as determined in accordance with GAAP. For purposes of this Section 6.03(d), “Adjusted Shareholders’ Equity” means the consolidated equity of the Company as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, the Company’s Quarterly Report on Form 10- Q for the quarter ended March 31, 2021 or the Closing Financial Statements, as applicable, minus any unrealized gains or plus any unrealized losses (as the case may be) in the Company’s securities portfolio due to xxxx-to-market adjustments as of the Shareholders’ Equity Measuring Dateapplicable date of such financial statements, and adding the sum of (w) all amounts paid or accrued in connection with any actions taken in connection with the Preferred Stock Purchase, (w) all amounts paid or accrued in connection with any actions taken pursuant to Section 5.09 to the extent that such actions were not necessary to bring the Company into conformity with GAAP or any applicable Law of any Governmental Authority, (x) all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents (“Advisors”) for the Company for services rendered solely in connection with the transactions contemplated by this Agreement (collectively, “Professional Fees”) paid by the Company prior to the Effective Time and which do not exceed in the aggregate $10,000,000 3,700,000 (exclusive of reasonable costs incurred or advanced by such Advisors); (y) attorneys’ fees arising directly and exclusively from any actions, claims, suits or hearings brought by the Company’s shareholders with respect to this Agreement or the transactions contemplated hereby; and (z) any amounts payable by the Company in connection with the cancellation of Company Equity Awards pursuant to Section 3.04, and any costs associated with the termination of employee benefit plans or programs (inclusive of any severance compensation paid or to be paid as provided herein) or any retention bonuses paid in accordance with this Agreement, and any costs incurred in connection with the termination of Contracts pursuant to Section 5.14. (e) No Material Adverse Effect. Since the date hereof, no event shall have occurred or circumstance arisen that, individually or taken together with all other facts, circumstances or events, has had or is reasonably likely to have a Company Material Adverse Effect.

Shareholders’ Equity. As (a) No later than December 15, 1995, the Company shall deliver to NFB a pro forma consolidated balance sheet of the last Company Bank as of November 30, 1995, giving effect to the transfer of the International Business as contemplated by Section 5.10 hereof and prepared on the basis and with the adjustments set forth in this Section 5.15 (the "November 30 Balance Sheet"). From and after the delivery of the November 30 Balance Sheet, the parties hereto shall monitor the assets and the liabilities of the Company Bank on a regular and frequent basis and shall cooperate and act in good faith to jointly prepare a consolidated balance sheet of the Company Bank as of the close of business on the business day immediately preceding the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with GAAP applied on a consistent basis with the preparation of the month June 30 Balance Sheet, subject to the adjustments referred to in this Section 5.15. (b) The Company and the Company Bank shall take all actions necessary to cause the shareholders' equity of the Company Bank as reflected in on the Closing Financial Statements (the “Shareholders’ Equity Measuring Date”), Balance Sheet to be $30 million after taking into account (i) the Adjusted Shareholders’ Equity shall not be less than $338,000,000 transfer of the International Business (together with the Transferred Assets and Transferred Liabilities) as contemplated by Section 5.10 hereof, (ii) the Company’s ALL application of Financial Accounting Standards No. 115 ("FAS 115"), (iii) the establishment 50 of the amounts referred to in paragraph (c) of this Section 5.15, and (iv) the exclusion referred to in clause (z) of paragraph (d) of this Section 5.15. (c) The Company shall establish as liabilities on the Closing Balance Sheet (whether or not be less than $19,000,000, in each case as determined in accordance with GAAP. For purposes ) amounts equal to (i) except as otherwise provided below, all Employment Liabilities with respect to the employment or termination of this Section 6.03(demployment of employees or former employees (including, without limitation, the Transferred Employees (as hereinafter defined), “Adjusted Shareholders’ Equity” means the consolidated equity ) of the Company as set forth Bank or any of its Subsidiaries incurred, or arising out of, events occurring (or, in the case of medical benefits, claims incurred) on or prior to the Closing Financial StatementsDate (collectively, minus "Pre-Closing Employee Liabilities"), to the extent not theretofore discharged; (ii) all liabilities and obligations for Taxes of the Company Bank and its Subsidiaries arising in or attributable to any unrealized gains or plus any unrealized losses Pre-Closing Period (as the case may be) in the Company’s securities portfolio due to xxxx-hereinafter defined), including, without limitation, any liabilities for Taxes arising out of, attributable to-market adjustments as of the Shareholders’ Equity Measuring Date, and adding the sum of (w) all amounts paid or accrued incurred in connection with or with respect to, any actions taken of the transactions contemplated by this Agreement, and any ad valorem, withholding, real or personal or intangible property, sales or other Taxes which are not due or assessed until after the Closing Date but which are attributable to any Pre-Closing Period (collectively, "Pre-Closing Tax Liabilities") in connection with the Preferred Stock Purchase, (w) all amounts paid or accrued in connection with any actions taken pursuant to Section 5.09 each case to the extent that such actions were not necessary to bring theretofore discharged; (iii) all fees, costs and expenses incurred or payable by the Company into conformity with GAAP or any applicable Law of any Governmental Authority, (x) all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents (“Advisors”) for the Company for services rendered solely Bank in connection with the transactions contemplated by this Agreement (collectivelyAgreement, “Professional Fees”) paid by the Company prior except as set forth in Section 1.3(b)(ii), to the Effective Time extent not theretofore discharged (the "Transactional Costs"), (iv) all attorney and which do not exceed in the aggregate $10,000,000 (exclusive of reasonable accounting fees, costs and expenses incurred or advanced by such Advisors); (y) attorneys’ fees arising directly and exclusively from any actions, claims, suits or hearings brought by the Company’s shareholders with respect to this Agreement or the transactions contemplated hereby; and (z) any amounts payable by the Company Bank or any of its Subsidiaries for the period on or prior to the Closing Date, whether or not incurred or payable in the ordinary course of business and including without limitation any such fees and expenses incurred in connection with any 51 potential securities offering by the cancellation of Company Equity Awards pursuant to Section 3.04, and any costs associated with the termination of employee benefit plans or programs (inclusive of any severance compensation paid or to be paid as provided herein) Bank or any retention bonuses paid in accordance with this Agreementcurrent or proposed Affiliate thereof, to the extent not theretofore discharged (the "Professional Fees") and any (vi) all current costs and expenses incurred in connection with the termination operation of Contracts pursuant the Company Bank for the period on or prior to the Closing Date (the "Current Expenses"). As used herein, the term "Employment Liabilities" shall mean any liabilities, obligations, losses, claims, demands, suits, actions, damages, costs, expenses or commitments related to compensation, retirement benefits, severance or other welfare benefits ("Costs"), whether arising under a plan, agreement, arrangement, policy, understanding or applicable federal, state or local law, other than Costs in respect of the contract identified in Section 5.142.8(v) of the Disclosure Schedule.