ESOP Loan. If the ESOP fails to pay when due and payable or when declared due and payable, but subject to any requirement of prior notice or the expiration of any grace period set forth in the ESOP Loan Agreement, any amount payable under the ESOP Loan Agreement as a result of Borrower's failure to make contributions to the ESOP.
ESOP Loan. The ESOP Trustee hereby agrees to effect the repayment of the existing loan to the ESOP with funds to be generated by the sale of a portion of the Metals Stock to be received by the ESOP pursuant to this Agreement; such sale and repayment to be effected reasonably promptly after such shares may be sold publicly by the ESOP Trustee pursuant to Rule 144 under the Securities Act of 1933, as amended, or otherwise. The Company shall pay interest accruing on such loan until the loan is repaid as described above.
ESOP Loan. In no event later than five (5) Business Days prior to the Effective Time, Beacon Federal shall cause the Beacon Federal ESOP trustee to repay in full the outstanding indebtedness of the Beacon Federal ESOP, subject to the terms of the Beacon Federal ESOP, by delivering a sufficient number of unallocated shares of Beacon Federal Common Stock to Beacon Federal, subject to and in accordance with applicable law. Not later than the Effective Time, all remaining shares of Beacon Federal Common Stock held by the Beacon Federal ESOP as at the Effective Time shall be converted into the right to receive the Merger Consideration. The Beacon Federal ESOP account balances shall not be distributed to Beacon Federal ESOP participants unless the Beacon Federal ESOP has received a favorable determination letter from the IRS. Beacon Federal and, following the Effective Time, BHLB, will adopt such amendments to the Beacon Federal ESOP to effect the provisions of this Section 6.14. In the event that the Closing Date occurs prior to December 31, 2012, Beacon Federal may make a pro rata payment on the outstanding ESOP indebtedness of the amount accrued through the Closing Date, which accruals shall be made consistent with past practice.
ESOP Loan. As soon as practicable after the date of this Agreement, but in no event later than five (5) Business Days prior to the Effective Time, Legacy shall cause the Legacy ESOP trustee to repay in full the outstanding indebtedness of the Legacy ESOP, subject to the terms of the Legacy ESOP, by delivering a sufficient number of unallocated shares of Legacy Common Stock to Legacy, subject to and in accordance with applicable law. No later than the occurrence of the Effective Time, all remaining shares of Legacy Common Stock held by the Legacy ESOP shall be converted into the right to receive the Merger Consideration. The Legacy ESOP account balances shall be distributed to Legacy ESOP participants after the receipt of a favorable determination letter from the IRS. Legacy and, following the Effective Time, BHLB, will adopt such amendments to the Legacy ESOP to effect the provisions of this Section 6.14.
ESOP Loan. 36 10.02 Use of ESOP Loan Proceeds ............................... 36 10.03
ESOP Loan. From and after the date of this Agreement ---------- through the Effective Time, First Kansas and/or the Bank shall make any further contributions to the First Kansas ESOP only in accordance with First Kansas's past practice. As of the Effective Time, the ESOP shall terminate in accordance with its terms, as in effect on the date of this Agreement.
ESOP Loan. The ESOP Loan from First National shall have been refinanced, paid off or transferred as contemplated in accordance with Section 4.1(g) above, and Xxxxx X. Xxxxxxx shall be continuing to serve as the ESOP Trustee.
ESOP Loan. Assuming the purchase of Series B Common Stock of the Borrower by the ESOP from the Principal Shareholders is for no more than "adequate consideration," as that term is defined in Section 3(18) of ERISA, and is in the best interests of participants and beneficiaries of the ESOP, neither the Recapitalization Transactions nor the transactions contemplated by the Loan Documents will constitute or result in a non-exempt prohibited transaction under Section 4975(c)(1) of the IRC or Section 406(a) of ERISA, and the ESOP Loan is an "exempt loan" within the meaning of Treas. Reg. Sections 54-4975-7(b).
ESOP Loan. (i) Immediately following the payments contemplated by Section 2.2(b), the ESOP shall repay to the Company a portion of the ESOP Loan in an amount equal to the portion of the ESOP Consideration which was paid by the Buyer pursuant to Schedule 2.2(b)(iv) (the “ESOP Loan Payment Amount”) .
(ii) For purposes hereof, all of the Parties hereto agree and acknowledge that the Companies shall pay on the Closing Date $1,738,810 of such ESOP Loan Payment Amount to the ESOP on behalf of the allocated shares that are not subject to a floor price, and the remainder of such ESOP Loan Payment Amount to the Sellers.
(iii) Lazy Days, the ESOP and the Trustee, as directed by the ESOP Fiduciary, hereby agree and acknowledge that following payment of the ESOP Loan Payment Amount from the ESOP to Lazy Days, the ESOP Loan shall be forgiven and the ESOP shall have no further obligation to Lazy Days with respect to the ESOP Loan, and Lazy Days shall have no recourse against the ESOP for amounts then remaining due under the ESOP Loan.
ESOP Loan. In addition, one or more Restricted Payments may be made to SPC in a Net Amount (as defined below) not to exceed One Hundred and Twenty Million Dollars ($120,000,000) on (or within 60 days of) the Closing Date (the "ESOP Loan"), to effect the funding of the ESOP, so long as (i) no Event of Default or Potential Event of Default exists or would thereby be created and (ii) the Company shall have received net proceeds in an amount at least equal to $100,000,000 from the issuance of Senior Subordinated Notes issued in compliance with the terms of Section 7.1 (Indebtedness) above. (It is understood that, for purposes of this paragraph (b), "Net Amount" means the excess of the gross amount of the loan to SPC over the amount repaid by SPC on the date that the loan is made. Further, it is understood that the Company may loan a gross amount not to exceed $176,000,000 to SPC but, of that amount, SPC shall repay to the Company an amount equal to at least $58,000,000 on the same day as the loan is made.)
