Total Common Shareholders’ Equity. The aggregate Merger Consideration shall be reduced by one dollar ($1.00) for each dollar Total Common Shareholders’ Equity of JCB is less than $20,097,057 as of the last day of the month ended prior to the Effective Time. For purposes of this Agreement, JCB’s “Total Common Shareholders’ Equity” means JCB’s total shareholders’ equity, as calculated in accordance with GAAP applied in a manner consistent with JCB’s financial statements as of and for the year ended December 31, 2023, as adjusted to exclude the effect of (i) any reserves or charge-offs that are requested to be made by Parent, (ii) any fees and expenses of attorneys, accountants, investment bankers and other advisors and agents for JCB for services rendered in connection with the transactions contemplated by this Agreement and paid or accrued by JCB prior to the Effective Time, (iii) any costs incurred or accrued in connection with the termination of any contract or obligation to which JCB is a party in connection with the transactions contemplated by this Agreement, including, but not limited to, fees and expenses for the termination and deconversion of JCB’s data processing agreement, (iv) any severance or compensation costs paid by JCB in connection with the transactions contemplated by this Agreement, including, but not limited to, in connection with director retirement agreements and salary continuation agreements with current and former executives of JCB, (v) any costs incurred by JCB to print and mail proxy materials to its shareholders with respect to the JCB Meeting, any proxy solicitation costs and other costs to hold the JCB Meeting, (vi) changes to accumulated other comprehensive income for the period beginning on January 1, 2024 and ending as of the month-end prior to the Effective Time and (vii) other costs as identified or as specifically required to be taken by JCB in this Agreement; provided, however, that, for the avoidance of doubt, such adjustments shall not include regular cash bonuses and compensation payable to JCB to certain officers or employees of JCB in the ordinary course of business and consistent with past practice. At least fifteen (15) days prior to the Effective Date, JCB shall deliver to Parent its calculation of JCB’s Total Common Shareholders’ Equity calculated in accordance with the preceding paragraph. If JCB and Parent are unable to agree upon such calculation within ten (10) days following JCB’s delivery thereof, then JCB and Parent shall refer their diff...
