True-Up Date. The Assuming Institution shall deliver the schedule required pursuant to Section 2.5(b) on or before the True-Up Date.
True-Up Date. The Parties agree to a True-Up date of the first Trading Day after the first anniversary of the Closing Date (the “True Up-Date”). If, on the True-Up Date, the value of the MCIG Shares or the value of the FOFU Shares shall be less than Five Hundred Thousand Dollars (based on the average Closing price of the common stock of each respective Party for the prior ten (10) Trading Days, as reported on the OTC Markets or any successor exchange, each Party, as applicable, shall issue additional shares such that the MCIG Shares or FOFU Shares, as appropriate, shall equal than Five Hundred Thousand Dollars. In the event FOFU has not filed a Form 10 level disclosure (resulting in FOFU not being deemed a “Shell” company); the representations and warranties of FOFU made in this Agreement are not true and accurate and FOFU has not breached this Agreement (and FOFU has confirmed to MCIG that they are true and correct as of the True-Up Date); or FOFU is not current in their filings with the OTC Markets or, if reporting with the Securities and Exchange Commission, current in their Securities and Exchange Commission filings, MCIG has no obligation to issue any additional shares. In the event the representations and warranties of MCIG made in this Agreement are not true and accurate and MCIG has not breached this Agreement (and MCIG has confirmed to FOFU that they are true and correct as of the True-Up Date); or MCIG is not current in their filings with the Securities and Exchange Commission filings or on the OPTC Markers, if appropriate, FOFU has no obligation to issue any additional shares.
True-Up Date. The Assuming Institution shall deliver the schedule required pursuant to Section 2.5(b) on or before the True-Up Date. Module 1 – Whole Bank w/ Optional Shared Loss Agreements First Georgia Banking Company Version 3.1.1 – SINGLE FAMILY SHARED-LOSS AGREEMENT Franklin, Georgia April 27, 2011
True-Up Date. With respect to each Draw Down pursuant to a Draw Down Notice received by the Investor in accordance with Section 3.1(a) hereof, a calculation of the True-Up Purchase Price and the final Purchase Price with respect to such Draw Down shall occur not later than the first Trading Day next following the last Trading Day of the applicable True-Up Pricing Period. Each date on which calculation of a True-Up Purchase Price and Purchase Price occurs under this Section 3.2(b) shall be referred to herein as a “True-Up Date”. Not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the True-Up Date (the “True-Up Settlement Date”), the Company shall, or shall cause its transfer agent to, electronically transfer to the Investor the Additional Shares, if any, in respect of the applicable Draw Down by crediting the Investor’s or its designees’ account (provided the Investor shall have given the Company written notice of such designee prior to the True-Up Date) at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, which Additional Shares, if any, shall be freely tradable and transferable and without restriction on resale pursuant to the Registration Statement. “Additional Shares” shall mean a number of duly authorized, validly issued, fully paid and nonassessable Shares (which shall be appropriately adjusted for any stock splits, stock combinations, stock dividends, recapitalizations and other similar transactions that occur on or after the date of this Agreement), rounded to the nearest whole Share, equal to the greater of (I) zero and (II) the difference of (i) the quotient of (x) the total Draw Down Amount received by the Company on the Settlement Date with respect to the applicable Draw Down Notice divided by (y) the True-Up Purchase Price, less (ii) the number of Shares issued to the Investor on the applicable Settlement Date with respect to the applicable Draw Down Notice. As set forth in Section 3.5, a failure by the Company or its transfer agent (if applicable) to deliver such Additional Shares, if any, on the applicable True-Up Settlement Date, among other things, shall result in the payment of partial damages by the Company to the Investor.
True-Up Date. The Assuming Institution shall deliver the schedule required pursuant to Section 2.5(b) on or before the True-Up Date. Module 1 – Whole Bank w/ Optional Shared Loss Agreements SF-13 Summit Bank Version 3.1.1 – PURCHASE AND ASSUMPTION AGREEMENT Burlington, Washington April 27, 2011
True-Up Date. The Assuming Institution shall deliver the schedule required pursuant to Section 2.5(b) on or before the True-Up Date. Module 1 – Whole Bank w/ Optional Shared Loss Agreements SF-13 Blue Ridge Savings Bank, Inc. Version 3.2 – Single Family Shared-Loss Agreement Asheville, North Carolina July 15, 2011
True-Up Date. Twenty (20) Trading Days after the applicable Installment Conversion Shares delivered to the Holder under Section 8.3(a) above become Free Trading (such date is referred to herein as the “True-Up Date”), the Company shall deliver to the Holder’s account a number of shares of Common Stock equal to the amount, if any, by which the True-Up Conversion Shares exceed the applicable Installment Conversion Shares previously delivered to the Holder, registered in the name of the Holder or its designee. So long as no Payment Default has occurred, if the Installment Conversion Shares exceed the True-Up Shares, then the excess will be applied towards the next Installment Conversion Shares to be issued by the Company hereunder (unless the Outstanding Balance has been reduced to zero, in which case the Holder will return such excess shares to the Company). If a Payment Default has occurred and the Installment Conversion Shares for the applicable Installment Date exceed the True-Up Conversion Shares, then the Holder shall not be required to return to the Company any of the excess shares or apply such excess shares to any future issuance or conversion of shares hereunder. For each True-Up Date, the Company agrees to deliver to the Holder by fax or email such information and calculations required under this Section 8.3(b) substantially in the form attached hereto as Exhibit C-2.
True-Up Date. With respect to each Draw Down pursuant to a Draw Down Notice received by the Investor in accordance with Section 3.1(a) hereof, a calculation of the True-Up Purchase Price and the final Purchase Price with respect to such Draw Down shall occur not later than the first Trading Day next following the last Trading Day of the applicable True-Up Pricing Period. Each date on which calculation of a True-Up Purchase Price and Purchase Price occurs under this Section 3.2(b) shall be referred to herein as a “True-Up Date”. Not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the True-Up Date (the “True-Up Settlement Date”), the Company shall, or shall cause its transfer agent to, electronically transfer to the Investor the Additional Shares, if any, in respect of the
True-Up Date. The Assuming Institution shall deliver the schedule required pursuant to Section 2.5(b) on or before the True-Up Date. Fixed Price Whole Bank w/ Optional Shared Loss Agreements SF-13 Old Harbor Bank Version 3.2 – SINGLE FAMILY SHARED-LOSS AGREEMENT Clearwater, Florida July 15, 2011
True-Up Date. The Assuming Institution shall deliver the schedule required pursuant to Section 2.5(b) on or before the True-Up Date. Module 1 – Whole Bank w/ Optional Shared Loss Agreements XX-00 Xxxxxxx Xxxxxxx Xxxxx Bank Version 3.3.1 – SINGLE FAMILY SHARED-LOSS AGREEMENT Belleview, Florida December 7, 2011
