ESOP. (a) As of the Closing Date and at all times thereafter, the ESOP has been in compliance in all material respects with applicable provisions of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder, and the ESOT has been duly organized and is a validly existing trust. Except as set forth on Schedule 4.29(a), each of the ESOP Plan Documents is in full force and effect and no term or condition thereof has been amended, modified or waived from the terms and conditions contained in the ESOP Plan Documents delivered to Administrative Agent without the consent of the Requisite Lenders (which consent shall not be unreasonably withheld), except to the extent such amendment, modification or waiver could not reasonably be anticipated to have a Material Adverse Effect. As of the Closing Date and at all times thereafter, the ESOT has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by the ESOT, and no unmatured default, default or breach of any covenant by any such party exists thereunder.
(b) As of the Closing Date and at all times thereafter, the execution, delivery and performance of each of the ESOP Plan Documents to which the ESOT is a party do not (i) conflict with the ESOP Plan Documents, (ii) conflict with any requirement of law, or (iii) other than with respect to ordinary course ESOP operations, require a registration with, consent or approval of, or notices to, or other action to, with or by any Governmental Authority.
(c) As of the Closing Date and at all times thereafter, none of the assets of Borrower constitute, for any purpose of ERISA or Section 4975 of the Internal Revenue Code, assets of the ESOP or any other “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Internal Revenue Code.
(d) As of the Closing Date and at all times thereafter, no non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code has occurred with respect to the ESOP, and no Loan hereunder constitutes or shall constitute or give rise to any such non-exempt prohibited transaction.
(e) The ESOP is qualified under Section 401(a) of the Internal Revenue Code, and the ESOP includes two components, one of which is a stock bonus plan that constitutes an employee stock ownership plan as defined in Section 4975(e)(7) of the Internal Revenue Code, and the other is a profit sharin...
ESOP a. In accordance with section 11.1 of the State Financial Services Corporation Employee Stock Ownership Plan (the “ESOP”), as of the Effective Time, the Company shall make a contribution to the ESOP which is equal to the amount the Company would have contributed to the ESOP pursuant to Section 3.2(a) of the ESOP as if the date of the Effective Time were the last day of a Plan Year (in no event less than the amount needed to pay the current obligation under the Exempt Loan, as defined in the ESOP) and shall cause the Trustee of the ESOP to use the full amount of such contribution promptly to repay a portion of the outstanding Exempt Loan. As a result of the aforementioned contribution and repayment, the Company shall take such action as may be necessary or appropriate to cause shares of Company Common Stock to be released from the suspense account maintained under the ESOP and allocated to the accounts of Participants (as defined in the ESOP), together with any amounts previously forfeited but unallocated, as if the Effective Time were the last day of the Plan Year, but applying the 1000 hour requirement of Section 3.2(b) by multiplying 1000 by a fraction, the numerator of which is the days elapsed from the first day of the current Plan year to and including the Effective Time and the denominator of which is 365.
b. At and after the Effective Time unless another manner is required by the ESOP (which Associated will not amend except to the extent deemed necessary by the Internal Revenue Service (the “Service”) to maintain the ESOP’s qualification under Code section 401(a)) or as required by the Service as a condition to its issuance of a favorable determination letter regarding the qualified status of the ESOP upon its termination:
i. all ESOP Account balances shall become fully vested and nonforfeitable. Further entry into the ESOP shall be frozen;
ii. the Company shall promptly cause the Trustees of the ESOP to sell, from the suspense account maintained under the ESOP, shares of stock of Associated with an aggregate value equal to the remaining outstanding ESOP indebtedness, after giving effect to the repayment described in paragraph (a) hereof, and to use the proceeds of such sale to repay in full all such outstanding ESOP indebtedness;
iii. to cause those shares of Associated Common Stock (and any cash) remaining in the suspense account maintained under the ESOP, after giving effect to the aforementioned sale (the “Remaining Shares”), to be allocated fir...
ESOP. “ESOP” shall mean an employee stock ownership plan sponsored by First Federal and that will buy SHC Common Stock in the Reorganization.
ESOP. UCBC shall take any such actions as are necessary to ensure that (i) all UCBC employees who are participants in the UCBC ESOP have the opportunity to complete an Election Form and to vote with respect to the Company Merger, (ii) the ESOP trustee has the authority necessary to sell or exchange the UCBC stock held by the ESOP and to otherwise participate in the transactions contemplated by this Agreement, and (iii) no violation of ERISA or the Code occurs in the termination of the ESOP, the ESOP’s sale or exchange of the UCBC stock held by the ESOP, or the transactions contemplated by this Agreement, that cannot be cured to the satisfaction of the Service. Additionally, UCBC shall take any such actions as are necessary to ensure that, as of the Effective Time or as soon as practicable thereafter, subject to receipt of a favorable ruling of the Service with respect to the termination of the ESOP and conditioned upon consummation of the Mergers, the UCBC ESOP shall be terminated, all shares of UCBC Common Stock held by the UCBC ESOP shall be converted into rights to receive the Merger Consideration in respect thereof, to the extent consistent with Section 8.7(j) of the ESOP, all outstanding indebtedness of the UCBC ESOP shall be repaid using: (i) unallocated UCBC shares held by the UCBC ESOP or the Cash Consideration received for such unallocated shares, to the extent allowed by applicable law, (ii) all amounts held in the suspense account, and (iii) finally with such other payments as determined appropriate by UCBC and MainSource, any assets remaining in the suspense fund under the UCBC ESOP after payment of all outstanding indebtedness and other liabilities of the ESOP shall be allocated to the contribution accounts of the UCBC employees who are participants in the ESOP, and the net assets of the UCBC ESOP shall be distributed to such participants under the UCBC ESOP, subject to the receipt of a favorable determination letter from the Service and except as otherwise required by applicable law. UCBC shall file the notifications or applications with the Service necessary to comply with the provisions of this Section 6.14, subject to MainSource’s prior review and approval of such notifications and applications. If for any reason the Service will not permit the UCBC ESOP to be terminated or distributions to be made to employees of UCBC as provided above unless the UCBC ESOP is amended, UCBC may make such required amendments; provided, however, that (i) no such a...
ESOP. The ESOP shall fail to be operated and administered as a qualified plan under Section 401(a) of the Code and, to the extent applicable, Sections 409 and 4975(e)(7) of the Code and in compliance with all applicable requirements of ERISA and the Code and regulations thereunder as from time to time in effect; provided, that, no Event of Default shall be deemed to have occurred under this subsection (p) if such failure (i) does not result in disqualification of the ESOP under the Code or otherwise and (ii) could not reasonably be expected to constitute or cause a Material Adverse Change.
ESOP. The term ESOP refers to an employee stock ownership plan that meets the requirements of section 407(d)(6) of the Employee Retirement Income Security Act of 1974 (the Act) and 29 CFR 2550.407d–
ESOP. Community Bankshares shall take all necessary action to cause the Community Bankshares ESOP to be terminated as of the Effective Time. Community Bankshares will adopt amendments to the ESOP, to the extent necessary, that provide (i) the Merger Consideration received by the Community Bankshares ESOP trustee in connection with the Merger with respect to the unallocated shares of Community Bankshares Common Stock shall be first applied by the Community Bankshares ESOP trustee to the full repayment of the Community Bankshares ESOP loan, (ii) the balance of the Merger Consideration (if any) received by the Community Bankshares ESOP trustee with respect to the unallocated shares of Community Bankshares Common Stock shall be allocated as earnings to the accounts of all participants in the Community Bankshares ESOP who have accounts remaining under the Community Bankshares ESOP (whether or not such participants are then actively employed) and beneficiaries in proportion to the account balances of such participants and beneficiaries as of the first day of the Community Bankshares ESOP plan year in which the Effective Time occurs, (iii) the accounts of all participants and beneficiaries in the Community Bankshares ESOP immediately prior to the Effective Time shall become fully vested as of the Effective Time, and (iv) as may be requested by the IRS in connection with the request for a determination letter as described below. BBC agrees that for a period of two years following the Effective Time, BBC will provide to members of the administrative committee on the date hereof quarterly reports regarding the status and the administration of the ESOP. The Merger Consideration received by the Community Bankshares ESOP Trustee shall be applied as provided for in the ESOP and as may be required by law. As soon as practicable after the date hereof, Community Bankshares shall file or cause to be filed all necessary documents with the IRS, including the amendments described above, for a determination letter for termination of the Community Bankshares ESOP as of the Effective Time. As soon as practicable after the later of the Effective Time or the receipt of a favorable determination letter for termination from the IRS, the account balances in the Community Bankshares ESOP shall be distributed to participants and beneficiaries in accordance with applicable law and the ESOP. Prior to the Effective Time, no prepayments shall be made on the Community Bankshares ESOP loan and cont...
ESOP. The Company has reserved a total of up to 17,647,058 Ordinary Shares (which shall be re-designated as Class A Ordinary Shares upon Closing), representing 12.6316% of the Company’s issued share capital (on a fully diluted basis) as of the date hereof and immediately prior to the Closing, for issuance pursuant to share options granted under the Company’s employee share option plan (the “ESOP”) adopted by the Company. The Ordinary Shares reserved under the ESOP will be re-designated as Class A Ordinary Shares at Closing. After the Closing, the Company may increase the number of Shares issuable under the ESOP by such number of Class A Ordinary Shares, representing up to 5% of the Company’s issued share capital (on a fully diluted basis) at such time, provided, however that the Investor’s shareholding in the Company shall not be diluted to less than 30% of the Company’s issued share capital (on a fully diluted basis) immediately after such increase.
ESOP. The Purchaser hereby acknowledges and agrees that the Company will reserve additional 35,180 Ordinary Shares (the “New ESOP Shares”) after the date hereof, for issuance to employees, officers, directors or consultants of the Company or any other Group Companies pursuant to an employee share incentive plan (the “ESOP”) adopted or to be adopted by the board of directors of the Company (the “Board”), in addition to 671,301 Ordinary Shares that have been reserved prior to the date hereof. Unless otherwise approved by the Board and subject to the terms and conditions of the ESOP and any award agreements in connection therewith, the New ESOP Shares will be granted with an exercise price of no less than twenty percent (20%) of Series D Conversion Price as of the granting of the options to purchase such New ESOP Shares. The Purchaser undertakes to waive any preemptive right, participation right, right of first refusal, anti-dilution right (including without limitation the right to adjust the conversion price of the Series D Preferred Shares) and any other right it may have, execute all necessary documents and take all necessary actions for the Company’s reservation of the New ESOP Shares.
ESOP. The Company has granted options to its employees under the Employee Stock Option Scheme (ESOS) scheme and as on the date of this Agreement, 650,000 (six lakhs fifty thousand) options carrying the right to purchase to an equal number of Equity Shares are outstanding; Shares duly authorised and freely transferable. The Purchase Shares are, and will be, in compliance with law. Upon Transfer of the Purchase Shares in favour of the Purchaser on the Final Closing Date, the Purchase Shares will rank pari passu with the other Equity Shares, the Purchaser will be the absolute legal and beneficial owners of 1,953,770 Equity Shares and the Purchaser will have a clear title thereto and will hold the Purchase Shares free and clear of all Encumbrances. After Final Closing Date, the Purchaser will have good right, full power and absolute authority to Transfer the Purchase Shares, free from any restriction in the Charter Documents or any third party claim or demand of any nature, subject to a lock in period, upon the Proposed IPO or the IPO (as the case may be) as per Securities and Exchange Board of India (Disclosure and Purchaser Protection) Guidelines, 2000; No Immunity: Neither the Company nor any of its property or asset enjoys any right of immunity from set‑off, suit or execution proceedings with respect to its assets or its obligations under this Agreement; Financial Statements: The financial statements of the Company for the period ending on March 31, 2007 (the "Accounts"): have been prepared in accordance with the Accounting Principles, and give a true and fair view of the financial condition of the Company as of the date as of which they were prepared and the results of the Company's operations during the period then ended; and disclose all liabilities (contingent or otherwise) of the Company, and the reserves, if any, for such liabilities and all unrealized or anticipated liabilities and losses arising from commitments entered into by the Company (whether or not such commitments have been disclosed in such financial statements);
