Employee Benefit Trust. 3.1 As at the date of this Agreement, the Company’s Employee Benefit Trust (the “Trust”) holds no cash and 3,009,391 Company Shares.
3.2 The parties agree that the trustee of the Trust will be requested to use the Company Shares that it has agreed to use to satisfy Awards under the terms of the Operating Agreement between the Company and Sanne Fiduciary Services Limited dated 4th June 2019 to satisfy outstanding Awards so far as possible in accordance with the provisions of the relevant Awards in priority to the Company issuing Company Shares to satisfy such Awards, and to use its cash to the extent necessary to subscribe for new Company Shares, purchase existing Company Shares or cash settle awards as permitted under the rules of the Share Plans.
Employee Benefit Trust. 18.1 The EBT will, as at Closing, have received sufficient funds to meet:
(A) all of its respective liabilities due at Closing and after Closing as a result of anything done or effected on or before Closing;
(B) any liability (including any liability to pay Tax) in respect of the events contemplated in the 10 April 2013 Xxxxx Xxxxxxxx Step Plan in Agreed Form.
18.2 No Group Company has any obligation to or is indebted to either the EBT or its Trustee.
18.3 All Tax and National Insurance contributions charges (or other similar liabilities arising in any other jurisdiction) that are triggered by operation of the EBT or any actions taken by the Trustee of the EBT, including under Part 7A of Income Tax (Earnings and Xxxxxxxx) Xxx 0000 have been met and have been paid.
18.4 The Company has been advised by Xxxxx Xxxxxxxx that the price per share at which the C Shares (described as “Flowering Shares” in the 10 April 2013 Xxxxx Xxxxxxxx Step Plan in Agreed Form) have been purchased by Xxxxxx Xxxxxxx, Xxxxxx Xxxxx and Xxxx Xxxxx is equal to a reasonable estimate of the unrestricted market value of each C Share/”Flowering Share”.
18.5 Immediately following Closing the EBT will have no outstanding assets and liabilities.
Employee Benefit Trust. 4.1 As at the date of this agreement, the EBT holds 437,831 TClarke Shares (the "Unallocated Trust Shares"). The Bidder and TClarke acknowledge that the EBT has an outstanding loan balance of £4,304,416.78 which is owed to TClarke, and a surplus cash balance of £10,402.84.
4.2 TClarke will request that the trustee of the EBT use the Unallocated Trust Shares to satisfy the vesting or exercise (as applicable) of outstanding LTIP Awards in priority to any other method of settlement of such LTIP Awards.
Employee Benefit Trust. As at the date of this Agreement, the Inmarsat Employees' Share Ownership Plan Trust ("Trust") holds approximately £6,400 in cash ("Cash Amount") and 76,610 Inmarsat Shares.
Employee Benefit Trust. As at the date of this Agreement, the JLT Employee Benefit Trust (“Trust”) holds approximately £957,223 in cash (“Cash Amount”) and 6,758,668 JLT Shares.
Employee Benefit Trust. As at the date of this Agreement, the Target’s employee benefit trust (the “Trust”) holds approximately £6,578 in cash (the “Cash Amount”) and no Target Shares.
Employee Benefit Trust. Not restated.
Employee Benefit Trust. Other than in respect of and limited to the exchange of Parent Common Shares (and any cash in lieu of fractional shares) for Company Common Shares pursuant to the Merger, neither the Company, nor any of its subsidiaries or affiliates, has provided any form of recommendation, instruction, expression of wishes or request to the EBT Trustee which may cause or have the intention of causing the EBT Trustee to take any action in relation to the EBT Shares after the date of this Agreement, and nor has the Company, or any of its subsidiaries or affiliates, (x) entered into any agreement with the EBT Trustee in relation to the satisfaction of any Company Equity Awards or the transfer or other disposal of the EBT Shares which will take effect or require any of the parties to such agreement to take any action on or after the date of this Agreement, or (y) filed, or amended, a registration statement on Form S-8 (or any successor or other appropriate form) of the Company in order to register any of the EBT Shares or otherwise transfer any of the EBT Shares.
Employee Benefit Trust. The effective date of this Trust Agreement shall be October 2, 2002.
