ESOP Amendment and Termination Sample Clauses
ESOP Amendment and Termination. Prior to the Closing Date, the Company and the Company Board shall take, or cause to be taken, any and all actions, including amendment of the ESOP and, as necessary, the agreement establishing the ESOP Trust and adoption of appropriate resolutions of the Company Board, to provide that: (i) the ESOP shall be terminated immediately prior to the Company Merger Effective Time; provided, however, that, unless Acquiror otherwise determines in writing, distributions under the ESOP by reason of such termination shall only be offered to Participants following receipt of a favorable determination PALOALTO 66463 v1 (2K) -57- letter from the IRS with respect to such termination of the ESOP; (ii) at the Company Merger Effective Time, the ESOP Trustee shall cause the ESOP Trust to repay the ESOP Loans, if any, (as defined in the ESOP) to the extent that the assets in the Suspense Account (as defined in the ESOP) resulting from the disposition of the Company Shares held therein are sufficient for such purpose, and the Company shall pay and satisfy in full any balance of the ESOP Loans remaining unpaid after such payment by the ESOP Trust; (iii) the individual account of each Participant under the ESOP (the “Individual Account”) shall be fully vested and nonforfeitable no later than as of the Company Merger Effective Time; (iv) any net proceeds in the Suspense Account resulting from the disposition of the Company Shares held therein and repayment of the ESOP Loans will be immediately allocated to the Individual Accounts according to the ratio of the balance of each such Participant’s Individual Account compared to the total balance of all Individual Accounts; (v) the ESOP shall, after the Company Merger Effective Time, no longer be designated an “employee stock ownership plan” (as defined in Section 4975 of the Code); (vi) the ESOP shall, after the Company Merger Effective Time, no longer permit distributions to the Participants in the form of "qualifying employer securities" (as defined in Section 407 of ERISA); (vii) the ESOP shall, after the Company Merger Effective Time, require that the entire balance of a Participant's account be distributable in cash; (viii) the Company Board shall inform the Participants prior to the Company Merger Effective Time of such actions as required by the governing documents of the ESOP, the ESOP Trust and applicable Law; and (ix) unless Acquiror otherwise requests in writing, the ESOP shall be amended to comply with all applicable laws,...
ESOP Amendment and Termination. During the Executory Period, the Company will take all necessary actions to terminate the Seller ESOP Plan effective as of, and contingent upon the occurrence of, the Closing (the “Seller ESOP Termination Date”), including an amendment to the Seller ESOP Plan (the “Seller ESOP Amendment”) providing for (A) such termination, (B) full vesting of participant account balances as of the termination date, (C) the distribution of account balances consistent with the terms of Section 6.1(c), and (D) such other provisions as may be reasonably necessary to effectuate the termination of the Seller ESOP Plan consistent with its terms and the requirements of applicable Law. The Company will also provide such notices regarding the termination of the Seller ESOP Plan to third-party service providers as may be required under the terms of the applicable service provider agreements. The Company will provide Buyer with a draft of the Seller ESOP Amendment and any communications to Seller ESOP Plan participants regarding the termination of the Seller ESOP Plan and/or the transactions contemplated by this Agreement at least five (5) Business Days prior to its adoption or distribution for Buyer’s review (not to be unreasonably withheld, conditioned or delayed) and will provide, no later than the Closing Date, a copy of the executed version of the Seller ESOP Amendment.