IDPK definition
Examples of IDPK in a sentence
Sell, transfer, mortgage, encumber or otherwise dispose of or discontinue any of its material assets, deposits, business or properties, except (i) with respect to the sale of OREO that is sold in the ordinary course of business and consistent with past practices, or (ii) with respect to the sale of all or any portion of the securities portfolio of IDPK that is sold with the prior consent of PPBI.
This Agreement shall have been duly approved by the requisite vote of the holders of outstanding shares of IDPK Common Stock and the holders of shares of PPBI Common Stock shall have approved the issuance of the shares of PPBI Common Stock in the Merger.
Neither IDPK nor any of its Subsidiaries has incurred, and does not expect to incur, any withdrawal liability with respect to a multiemployer plan under Title IV of ERISA (regardless of whether based on contributions of an ERISA Affiliate).
As a material inducement to PPBI and Pacific Premier to enter into this Agreement, and simultaneously with the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the “Shareholder Agreements”), pursuant to which they have agreed, among other things, both to vote their shares of IDPK Common Stock (as defined herein) in favor of this Agreement and to not solicit the customers or employees of PPBI and Pacific Premier.
Any amounts so withheld shall be treated for all purposes of this Agreement as having been paid to the holder of IDPK Common Stock in respect of which such deduction and withholding was made by PPBI.
As soon as reasonably available, but in no event more than twenty (20) days after the end of each calendar quarter ending after the date of this Agreement (other than the last quarter of each fiscal year ending December 31), IDPK will deliver to PPBI its unaudited statement of financial condition and statements of income, without related notes, for such quarter prepared in accordance with GAAP.
For purposes of calculating the IDPK’s tangible common equity as of the Closing Date, IDPK’s total shareholders’ equity reflected on the IDPK Financial Statements as of the Closing Date, shall be adjusted to reflect that the net securities valuation allowance for available for sale securities is equal to $409,841, regardless of the actual dollar value thereof (the “Securities Valuation Allowance”).
Each of IDPK, PPBI and Pacific Premier shall give prompt notice to the other of any fact, event or circumstance known to it that (a) is reasonably likely, individually or taken together with all other facts, events and circumstances known to it, to result in any Material Adverse Effect with respect to it or (b) would cause or constitute a material breach of any of its representations, warranties, covenants or agreements contained herein.
Nothing contained in this Section 4 shall prevent a Shareholder who is an officer or a member of the IDPK Board from discharging his or her fiduciary duties solely in his or her capacity as such an officer or director.
As of the date hereof, the Shares identified on Exhibit I hereto constitute all of the shares of IDPK Common Stock owned beneficially or of record by Shareholder.