PACW » Topics » Shareholders Equity Measuring Date

This excerpt taken from the PACW 8-K filed Sep 15, 2005.
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), “
This excerpt taken from the PACW 8-K filed Jun 10, 2005.
Shareholders’ Equity Measuring Date”), (i) the Adjusted Shareholders’ Equity of the Company shall not be less than $15,700,000 on the Shareholders’ Equity Measuring Date and (ii) the Company’s ALL shall not be less than $1,300,000, 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(f) below) (provided that gains or losses in the Company’s securities portfolio between the date hereof and the Effective date shall not affect Adjusted Shareholders’ Equity) plus the sum of (x) all amounts paid or accrued in connection with any actions taken pursuant to Section 6.20 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, (y) 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 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 6.21.

 

(f)                                    Closing Financial Statements.  At least five Business Days prior to the Effective Time of the Merger, the Company shall provide Parent with the Company’s financial statements presenting the financial condition of the Company as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and the Company’s results of operations for the period from January 1, 2005 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “

This excerpt taken from the PACW 8-K filed May 4, 2005.
Shareholders’ Equity Measuring Date”), (i) the Adjusted Shareholders’ Equity of the Company shall not be less than $20,157,581 and (ii) the Company’s ALL shall not be less than $1,519,926, in each case as determined in accordance with GAAP.  For purposes of this Section 7.03(f), “Adjusted Shareholders’ Equity” means the equity of the Company as set forth in the Closing Financial Statements (as defined in Section 7.03(g) below), not taking into account any gains or losses on or changes in fair market value of

 

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securities of the Company 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) 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 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 Governmental Authority, (x) 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 advisors and agents for the Company (“

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