ESOP Sample Clauses

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. 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. 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 following provisions will apply with respect to the Mutual Savings Bank Employee Stock Ownership Plan and Trust ("MSB ESOP"): (i) All cash currently held in the MSB ESOP Suspense Account and attributable to certain securities litigation settlement proceeds received by the MSB ESOP (the "Litigation Proceeds"), shall be allocated to accounts of participants in the MSB ESOP as of the Effective Time ("MSB ESOP Participants") and former MSB ESOP Participants. Such allocation shall be made (a) pursuant to the terms of the MSB ESOP in effect as of the Effective Time, and (b) as soon as practicable after the receipt of a Private Letter Ruling requested from the Internal Revenue Service ("IRS") with respect to the treatment of the Litigation Proceeds pursuant to Section 415 of the Code. (ii) All cash allocated to the accounts of MSB ESOP Participants and former MSB ESOP Participants as applicable, as set forth in Section 4.14(a)(i) above, and all remaining cash to be allocated to the MSB ESOP Participant Accounts and attributable to the Litigation Proceeds, will be distributed to, or rolled over by, MSB ESOP Participants and former MSB ESOP Participants as applicable, at their election, pursuant to the terms of the MSB ESOP in effect at the Effective Time. Such distributions or rollovers shall be made as soon as practicable after the later to occur of the Effective Time or the date of receipt of the aforementioned IRS Private Letter Ruling. (iii) From and after the date of this Agreement and in anticipation of the aforementioned allocations, distributions and rollovers from the MSB ESOP, IBC, MSB and their respective representatives prior to the Effective Time, and IBC and its representatives after the Effective Time, shall use their best efforts to obtain such Private Letter Ruling from the IRS. In the event that IBC, MSB and their respective representatives prior to the Effective Time, and IBC and its representatives after the Effective Time, reasonably determine that the MSB ESOP cannot obtain the Private Letter Ruling, or that amounts attributable to the Litigation Proceeds cannot be so applied, allocated, distributed or rolled over without causing the MSB ESOP to lose its tax-qualified status or to exceed the limitations set forth in Section 415 of the Code, MSB prior to the Effective Time and IBC after the Effective Time, and their respective representatives, shall take such action as they may reasonably determine with respect to the allocation, distribut...

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. Allergan and AMO shall each take actions or cause actions to be taken as necessary to accomplish the following with respect to the Allergan ESOP. (a) Effective as of the Distribution Date, AMO Employees shall cease to be eligible to receive allocations under the Allergan ESOP, including allocation of unallocated assets in the event of the termination of the Allergan ESOP. (b) Effective as of the Distribution Date, Allergan shall take action or cause action to be taken to transfer the assets and liabilities attributable to the accounts of the AMO Employees under the Allergan ESOP that are held by its related trust to the AMO 401(k) Plan and its related trust in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA. Such assets of the Allergan ESOP shall be transferred in-kind to the trust established under the AMO 401(k) Plan. AMO shall take action or cause action to be taken to cause the AMO 401(k) Plan to assume and be solely responsible for all liabilities relating to, arising out of, or resulting from AMO Employees under the Allergan ESOP. (c) Allergan and AMO each agree to take action or cause action to be taken to ensure that no distribution of account balances from the Allergan ESOP or the AMO 401(k) Plan are made to any AMO Employee with respect to AMO Employees' accounts under the Allergan ESOP on account of the transfer of employment to the AMO Group, or the AMO Group ceasing to be an Affiliate of the Allergan Group as of the Distribution Date.

ESOP. The Company shall cooperate with Newco in taking all steps necessary or appropriate so that, effective as of the Effective Time, the Company's Employee Stock Ownership Plan (the "ESOP") shall be amended so as to (i) eliminate the right of participants in the ESOP to receive distributions in the form of employer securities, (ii) terminate the status of the ESOP as an employee stock ownership plan, (iii) provide that the Merger Consideration received by the ESOP in the Merger shall not be reinvested in employer securities, (iv) freeze benefit accruals under the ESOP, and (v) vest all participants in the ESOP in their account balances in the ESOP.