EESA Provisions Sample Clauses

EESA Provisions. (a) MB has entered into agreements with the U.S. Treasury Department (“UST”) under which Manhattan Bancorp issued preferred shares (“Preferred Shares”) and other securities to the UST as part of the Troubled Assets Relief Program Capital Purchase Program (“CPP”) established under the Emergency Economic Stabilization Act of 2008 (“EESA”). Executive is a Senior Executive Officer (as such term is defined under EESA), has determined that MB’s participation in the CPP is of material benefit to Executive, approved MB’s participation in the CPP, requested that MB participate in the CPP and agrees to abide by all existing and future terms of EESA, and any regulations thereunder, restricting payment of compensation to Executive. (b) EESA imposes certain restrictions on employment agreements, severance, bonus and incentive compensation, stock options and awards, and other compensation and benefit plans and arrangements (“Plans”) maintained by MB, Bank and their affiliates and requires that such restrictions remain in place for so long as the UST holds any debt or equity securities issued by MB or Bank. The parties hereby agree that all Plans providing benefits to Executive shall be construed and interpreted at all times that the UST maintains any debt or equity investment in MB or Bank in a manner consistent with EESA, and all such Plans shall be deemed to have been amended as determined by MB and Bank so as to comply with the restrictions imposed by EESA. Executive recognizes that such changes may result in the reduction or elimination of benefits otherwise provided to Executive under this Agreement or any other Plan. Notwithstanding any other terms of this Agreement or any other Plan providing benefits to Executive, to the extent that any provision of this Agreement or any other Plan is determined by MB or Bank, to be subject to and not in compliance with EESA, including the timing, amount or entitlement of Executive to any payment of severance, bonus or any other amounts, such provisions shall be interpreted and deemed to have been amended to comply with the terms of EESA. Without limiting the foregoing, any “golden parachute payment” or other severance payments due in connection with termination of Executive’s employment with MB or Bank provided under this Agreement or any other Plan, as defined for purposes of EESA and Section 280(G)(e) of the Internal Revenue Code of 1986, as amended (“Code”), including any benefits payable under Subparagraphs F.4 and F.5, sha...
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EESA Provisions. Company’s parent company, Manhattan Bancorp, has entered into agreements with the U.S. Treasury Department (“UST”) under which Manhattan Bancorp issued preferred shares and other securities to the UST as part of the Troubled Assets Relief Program Capital Purchase Program (“CPP”) established under the Emergency Economic Stabilization Act of 2008 (“EESA”). The Company and Manhattan Bancorp have determined that Executive is not currently a Senior Executive Officer (as such term is defined under EESA) of Manhattan Bancorp for purposes of EESA. However, Executive is aware that certain significant restrictions under EESA or subsequent legislation or regulations applicable to CPP participants can be applied to employees of Manhattan Bancorp or its affiliates, including the Company, that are not Senior Executive Officers, including restrictions on permissible compensation, and the UST could expand the number or nature of employees treated as Senior Executive Officers so as to include Executive at any time. Executive has been made aware of Manhattan Bancorp’s participation in the CPP and agrees that Executive shall not be entitled to receive any compensation hereunder that would be prohibited by EESA or subsequent legislation or regulations applicable to CPP participants.
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EESA Provisions. (a) Company’s parent company, Manhattan Bancorp, has entered into agreements with the U.S. Treasury Department (“UST”) under which Manhattan Bancorp issued preferred shares and other securities to the UST as part of the Troubled Assets Relief Program Capital Purchase Program (“CPP”) established under the Emergency Economic Stabilization Act of 2008 (“EESA”). The Company and Manhattan Bancorp have determined that Executive is not currently a Senior Executive Officer (as such term is defined under EESA) of Manhattan Bancorp for purposes of EESA. However, Executive is aware that certain significant restrictions under EESA or subsequent legislation or regulations applicable to CPP participants can be applied to employees of Manhattan Bancorp or its affiliates, including the Company, that are not Senior Executive Officers, including restrictions on permissible compensation, and the UST could expand the number or nature of employees treated as Senior Executive Officers so as to include Executive at any time. Executive has been made aware of Manhattan Bancorp’s participation in the CPP and agrees that Executive shall not be entitled to receive any compensation hereunder that would be prohibited by EESA or subsequent legislation or regulations applicable to CPP participants. (b) EESA imposes certain restrictions on certain employment agreements, severance, bonus and incentive compensation, stock options and awards, and other compensation and benefit plans and arrangements (“Plans”) maintained by Company, Manhattan Bancorp and its affiliates and requires that such restrictions remain in place for so long as the UST holds any debt or equity securities issued by Manhattan Bancorp. The parties hereby agree that all Plans providing benefits to Executive shall be construed and interpreted at all times that the UST maintains any debt or equity investment in Manhattan Bancorp in a manner consistent with EESA, and any subsequent legislation or regulations applicable to CPP participants, and all such Plans shall be deemed to have been amended as determined by Company and Manhattan Bancorp so as to comply with the restrictions imposed by EESA, and any subsequent legislation or regulations applicable to CPP participants. Executive recognizes that such changes may result in the reduction or elimination of benefits. In the event the amount of any compensation provided to Executive under this Agreement or any other Plan is determined by the Company or Manhattan Bancorp to be pro...
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EESA Provisions. The provisions relating to qualified disaster recovery assistance distributions for Participants affected by certain 2008 severe storms, flooding, and tornadoes and repayment thereof, and relating to repayment of prior qualified distributions for home purchases, set forth in Section 702 of the Emergency Economic Stabilization Act of 2008 (“EESA”) shall apply to the Plan.
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EESA Provisions. Executive and Employer agree to the provisions of Appendix A attached hereto and incorporated herein by reference.
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Related to EESA Provisions

  • Data Provisions Subject to the limitations contained in CA Government Code Section 3558, the City shall provide the Union with all required information on newly-hired employees to the extent it is made available to the City. In addition, within ten (10) business days of the conclusion of each NEO, the City agrees to provide the Union with a stand-alone report containing a list of employees, including classification code and division, who were scheduled to, but did not attend each NEO.

  • Lock-Up Provisions (a) Holder hereby agrees not to, during the period commencing from the Closing and ending (i) with respect to 50% of the Restricted Securities, on the earlier of the date that is six months after the Closing Date and the date on which the closing price of the Holdco Shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period after Closing and (ii) with respect to the remaining 50% of the Restricted Securities, on the one year anniversary of the Closing Date, or earlier, in either case, if, subsequent to the Closing, Holdco consummates a liquidation, merger, stock exchange or other similar transaction which results in all holders of Holdco Shares ceasing to hold more than fifty percent (50%) of the then outstanding Holdco Shares or having the right to exchange their Holdco Shares for cash or freely tradable securities (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to (a) transactions relating to the securities of the Holdco acquired in open market transactions after the Closing, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of securities acquired in such open market transactions, (b) transfers of the Restricted Securities as a bona fide gift or through will or intestacy, (c) distributions of Restricted Securities to limited partners or stockholders of such Holder; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver to the Holdco a lock-up agreement substantially in the form of this Agreement; and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of securities of the Holdco, shall be required or shall be voluntarily made during the Lock-up Period, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of the Restricted Securities, provided that such plan does not provide for the transfer of the Restricted Securities during the Lock-up Period and to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Holdco regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of the Restricted Securities may be made under such plan during the Lock-up Period, (e) the exercise of any of such Holder’s rights to acquire securities of the Holdco issued pursuant to any share option or similar equity incentive or compensation plan of the Holdco for the issuance of share options or equity grants, provided that, in each ease, such plan is in effect as of the date of and disclosed in the final registration statement relating to the Business Combination (the “Registration Statement”), (f) transfer of Restricted Securities to any trust for the direct or indirect benefit of such Holder, the immediate family of such Holder or any entity beneficially owned and controlled by such Holder, provided that (i) the trustee of the trust of the transferred agrees to be bound in writing by the restrictions set forth herein, (ii) any such transfer shall not involve a disposition for value and (iii) no filing under the Exchange Act, reporting a reduction or increase in beneficial ownership of any securities of the Holdco, shall be required or shall be voluntarily made during the Restricted Period, (g) any securities that are used for the primary purpose of satisfying any tax or other governmental withholding obligation, through cashless surrender or otherwise, or in connection with tax or other obligations as a result of testate succession or intestate distribution, (h) any pledge of Restricted Securities pursuant to a margin account or as security for debt financing of such Holder so long as no foreclosure will occur during the Restricted Period, and (i) transfer of Restricted Securities among the Founder Shareholders and their respective affiliates (as defined in the Merger Agreement), provided, however, that (i) the transferee shall sign and deliver to the Holdco a lock-up agreement substantially in the form of this Agreement pursuant to which such transferred Restricted Securities shall be subject to the same restrictions hereunder; and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of securities of the Holdco, shall be required or shall be voluntarily made during the Lock-up Period. Such Holder hereby also agrees and consents to the entry of stop transfer instructions with the Holdco’s transfer agent and registrar against the transfer of such Holder’s Restricted Securities unless such transfer is in compliance with the foregoing restrictions. (b) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Holdco shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Holdco may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period. (c) For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of Holdco during the Lock-Up Period, including the right to vote any Restricted Securities.

  • Final Provisions Clause 16

  • Transition Provisions Any person engaged as an apprentice at the date this award commenced operation shall be deemed to be an apprentice for all purposes of this award until the completion or cancellation of their apprenticeship contract.

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