ESOP. As soon as practicable and in no event later than five (5) Business Days before Closing, 3rd Fed Bank shall adopt an amendment to the ESOP (the “ESOP Amendment”) consistent with the ESOP plan document at Section 8.2(c) as in effect as of the date of this Agreement providing that, upon the Closing and subject to the consummation of the Merger, (i) the ESOP shall be terminated as of the Closing Date, (ii) no new participants shall be admitted to the ESOP after the Closing, (iii) all ESOP participants’ accounts shall be fully vested and 100% non-forfeitable on and after the Closing, and (iv) to the extent feasible, but in no case prior to the Determination Date, the Trustee of the ESOP shall sell prior to the Effective Time a number of shares of TF Financial Common Stock held in the ESOP suspense account to the extent necessary to obtain cash proceeds at least equal to the remaining ESOP indebtedness, and to the extent that such per share sale price for such ESOP shares is less than the per share Cash Consideration for such shares, then TF Financial shall make an additional cash contribution to the ESOP so that the ESOP Trust shall not receive less than the per share Cash Consideration for such shares sold prior to the Effective Time; (v) in the event the cash sales proceeds from the TF Financial Common Stock in the ESOP suspense account are less than the then outstanding ESOP indebtedness, TF Financial or 3rd Fed Bank shall make an additional cash contribution to the ESOP so that the suspense account has sufficient cash to repay the then outstanding ESOP indebtedness; (vi) the ESOP Trustee shall use the cash proceeds from the sale of such TF Financial Common Stock and any cash contribution required by clause (v) above to repay in full all outstanding ESOP indebtedness, and (vii) the ESOP shall be terminated in accordance with Section 8.2(c) of the ESOP plan document as in effect as of the date of the Agreement, including that all employer contributions, dividends on company stock and earnings on participant account assets paid to the ESOP Trust or earned by the ESOP Trust since the most recent valuation date shall be allocated to the accounts of all ESOP participants as of the date of termination of the ESOP as if it were the next valuation date in accordance with the provisions of the ESOP; and all assets realized by the ESOP Trust with respect to any company stock remaining as collateral on any acquisitions loans which shall be exchanged in the Merger afte...
ESOP. “ESOP” shall mean an employee stock ownership plan sponsored by First Federal and that will buy SHC Common Stock in the Reorganization.
ESOP. (a) As of the Closing Date and, to the best of Borrower’s knowledge at all times thereafter, the ESOT has been duly organized and is a validly existing trust. Except as set forth on Schedule 3.23, 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 the Administrative Agent without the consent of the Administrative Agent (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 upon the Administrative Agent or any of the Lenders or otherwise have a Material Adverse Effect. As of the Closing Date and, to the best of Borrower’s knowledge 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.
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.
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. (a) The ESOP is an "employee stock ownership plan" within the meaning of Section 4975(e)(7) of the Code and is qualified under Section 401(a) of the Code. The ESOP has been duly established in accordance with and under applicable law and it is a tax-exempt trust under Section 501(a) of the Code.
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. (i) After the Closing, the Company shall have reserved a total of 19,445,106 Class A Ordinary Shares, representing approximately 7.6% of the Company’s issued share capital immediately after the Closing (on a fully diluted and as-converted basis), for issuance of share options pursuant to the terms and conditions under the employee share option plan (the “ESOP”) to be approved by the Board (including the affirmative vote of the Majority Preferred Directors).
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.
