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. (f) Tax Opinion. Parent shall have received the opinion of Xxxxxxxx & Xxxxxxxx LLP, counsel to Parent, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify for United States federal income Tax purposes as a reorganization within the meaning of Section 368(a) of the Code. In rendering its opinion, Xxxxxxxx & Xxxxxxxx LLP may require and rely upon representations contained in letters from each of the Company and Parent.

Shareholders’ Equity. As The shareholders' equity of the last business day of the month reflected Park, -------------------- calculated in the Closing Financial Statements (the “Shareholders’ Equity Measuring Date”)accordance with generally accepted accounting principles, (i) the Adjusted Shareholders’ Equity shall not be less than $338,000,000 5,800,000 (the "Equity Requirement") as of a date which is not more than three days prior to the Closing (assuming the payment by Park of all amounts which it is entitled to make pursuant to this Agreement prior to the Closing, including without limitation the Special Payments described in (S)5.2(b), above, and assuming a federal tax benefit to Park of $800,000 with respect to the Special Payments), provided that, in the event the Closing occurs after October 31, 1996, the Equity Requirement shall increase automatically at a rate of $100,000 per month, prorated on a daily basis through the date of the Closing. If the Equity Requirement is not met, then ADP may, at its option elect to waive this condition, proceed with the Closing: and (i) reduce the number of ADP Shares which the Park Shareholders are to receive at the Closing by an amount agreed upon by ADP and Park (with such reduction to be allocated among the ADP Shares to be issued to the Park Shareholders, respectively, in proportion to the respective interests of the Park Shareholders in the total number of ADP Shares which could be issued but for such reduction); or (ii) in the Company’s ALL shall not be event ADP and Park are unable to reach such an agreement by the Closing Date, ADP may instead reduce the Cash Consideration by the amount by which the shareholders' equity of Park is less than $19,000,000, in each case as determined in accordance with GAAPthe Equity Requirement. For purposes of this Section 6.03(ddetermining compliance with such condition, such shareholders' equity shall be based upon financial statements (the "Closing Financial Statements") prepared in accordance with generally accepted accounting principles, as of a date which is not more than three business days prior to the Closing, by Xxxxxx Xxxxxxxx and approved by any firm of independent certified public accountants selected by ADP (the "ADP CPAs"). Park shall, “Adjusted Shareholders’ Equity” means and shall cause Xxxxxx Bernards to, permit representatives of ADP and the consolidated equity ADP CPAs to review all aspects of the Company as set forth in preparation of 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 including without limitation review 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 work papers 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 5.14Xxxxxx Xxxxxxxx.