Common use of ESOP Matters Clause in Contracts

ESOP Matters. The Company shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to the ESOP prior to or simultaneous with the Closing, as applicable. Effective as of the fifth (5th) business day before the Closing, the ESOP shall be terminated (the “ESOP Termination Date”) in accordance with the requirements of the ESOP plan and trust document provisions and applicable law (including but not limited to the freezing of ESOP participation and full vesting of participants). The Company shall direct the repayment of any outstanding ESOP debt in full (including ESOP loan(s) and accrued interest) by directing the ESOP trustee to first use any cash remaining in the suspense account to repay such ESOP debt and then, if and as necessary, to remit a sufficient number of Suspense Shares back to the Company to repay any remaining ESOP debt in full. All remaining shares of Company Common Stock held by the ESOP as of immediately prior to the Effective Time, including any unallocated shares held in the ESOP suspense account (which shall not include any shares of Company Common Stock used to repay or forgive the ESOP loan), shall be converted into the right to receive the Merger Consideration. All remaining shares of Company Common Stock held by the ESOP which had been unallocated (or the proceeds from the sale thereof, if applicable) as of the Effective Time shall be allocated among the accounts of the ESOP participants with undistributed account balances at the Effective Time who are employed by the Company at the Effective Time, and in proportion to the balances credited to their accounts immediately prior to such allocation and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of Buyer before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Company shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Closing (and to provide Buyer with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Closing, Buyer shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). The Company, Company Bank, and following the Effective Time, Buyer, will adopt such amendments to the ESOP to effect the provisions of this Section 6.18. Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall be distributed to participants and beneficiaries in accordance with ESOP Plan and Trust provisions and applicable law.

ESOP Matters. (a) The Company Bank Employee Stock Ownership Plan (the “ESOP”) shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to the ESOP prior to or simultaneous terminate in accordance with the Closing, as applicable. Effective its terms effective as of the fifth (5th) business day before the Closing, the ESOP shall be terminated (the “ESOP Termination Date”) in accordance with the requirements of the ESOP plan and trust document provisions and applicable law (including but not limited to the freezing of ESOP participation and full vesting of participants)Effective Time. The Company shall direct the repayment accounts of any outstanding ESOP debt all participants and beneficiaries in full (including ESOP loan(s) and accrued interest) by directing the ESOP trustee to first use any cash remaining in the suspense account to repay such ESOP debt and then, if and as necessary, to remit a sufficient number of Suspense Shares back to the Company to repay any remaining ESOP debt in full. All remaining shares of Company Common Stock held by the ESOP as of the Effective Time shall become fully vested as of the Effective Time. As of or immediately prior to the Effective Time, including any unallocated the Company and the trustees of the ESOP shall (a) use the cash plus the shares of Company Common Stock held in the ESOP suspense account which are not committed to be released to repay the outstanding principal balance of the ESOP loan plus the accrued interest thereon to the fullest extent possible, with such shares to be converted into treasury stock of the Company, and (which shall b) forgive any remaining outstanding balance of principal and accrued interest on the ESOP loan that is not include any covered by the fair market value of the shares serving as collateral for the ESOP loan. Any shares of Company Common Stock used to repay or forgive remaining in the ESOP loan), suspense account after giving effect to the repayment of the ESOP loan shall be converted into the right Merger Consideration and shall be allocated as earnings to receive the Merger Consideration. All remaining shares accounts of Company Common Stock held by ESOP participants who have account balances in the ESOP which had been unallocated (in accordance with the applicable provisions of the ESOP. As soon as practicable after the date hereof, the Company Bank shall file or cause to be filed all necessary documents with the proceeds from IRS for a determination letter for termination of the sale thereof, if applicable) ESOP as of the Effective Time shall be allocated among the accounts of the ESOP participants with undistributed account balances at the Effective Time who are employed by the Company at the Effective Time, and in proportion with a copy to be provided to the balances credited to their accounts immediately prior to such allocation Parent and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of Buyer before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by lawits counsel. Prior to the Effective Time, the Company shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Closing (and to provide Buyer with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS)Bank and, and following the ClosingEffective Time, Buyer the Parent shall use its their respective reasonable best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making adopting such changes amendments to the ESOP as may be required requested by the IRS as a condition to its issuance of a favorable determination letter). The Company, Company Bank, and As soon as practicable following the later of the Effective Time, Buyer, will adopt such amendments to the ESOP to effect the provisions of this Section 6.18. Promptly following Time or the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall be either distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Parent agrees to permit Continuing Employees to rollover the cash portion of their account balances in accordance with the ESOP Plan and Trust provisions and applicable lawto the Parent 401(k) Plan.

ESOP Matters. The Trustee and the Company shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to the ESOP prior to or simultaneous with the Closing, as applicable. : Effective as of the fifth at least five (5th5) business day days before the ClosingClosing (with relevant materials provided to Parent for its review and comment at least three (3) business days prior to such date), the ESOP shall be terminated (the “ESOP Termination Date”) in accordance with the requirements of ), no new participants shall be admitted on or after the ESOP plan Termination Date, no further distributions in the form of “qualifying employer securities” (as defined in Section 407 of ERISA) will be permitted, and trust document provisions all existing ESOP participants’ accounts shall be fully vested and applicable law (including but not limited to the freezing of ESOP participation and full vesting of participants)100% non-forfeitable. The Company shall cause the ESOP’s plan administrator to direct the repayment of any outstanding ESOP debt in full (including ESOP loan(s) and accrued interest) by directing the ESOP trustee to first use any cash remaining in the suspense account to repay such ESOP debt and then, if and as necessary, Trustee to remit a sufficient number amount of the Suspense Shares back to the Company to repay any remaining the outstanding ESOP debt Loan in full. All remaining shares , and the proceeds of Company Common Stock held by the sale of the Suspense Shares shall be used to repay the outstanding balance of the ESOP Loan as of immediately prior to the Effective Time, including any unallocated shares held in the ESOP suspense account (which shall not include any shares of Company Common Stock used with each remitted share to repay or forgive the ESOP loan), shall be converted into the right valued equal to receive the Merger Consideration. All remaining shares of Company Common Stock held by the ESOP which had been unallocated (or the proceeds from the sale thereof, if applicable) as of the Effective Time shall be allocated among exchanged for the accounts Merger Consideration within the ESOP in accordance with Section 2.5(a). After repayment of the outstanding ESOP participants with undistributed account balances at Loan and the Effective Time who are employed by exchange of the shares of Company Common Stock for the Merger Consideration, the cash received upon conversion of the remaining Suspense Shares shall be deemed to be earnings and shall be allocated to ESOP participants’ accounts as earnings. Promptly, after the execution of this Agreement, the Company at the Effective Time, and in proportion will take such actions as may be necessary to the balances credited to their accounts immediately prior to such allocation and distributed to ESOP participants after the receipt of request a favorable determination letter from with respect to the IRSESOP’s termination. No benefit distributions shall be made from the ESOP without the prior written consent of Buyer Parent before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise termination, except that distributions from the ESOP may be made earlier if required by lawlaw or upon the occurrence of the ESOP participant’s retirement, death, disability or termination of employment or any other event, other than plan termination, that requires a distribution from the ESOP. Prior to the Effective Time, The Company also shall take all such other actions in furtherance of terminating the ESOP as are necessary to submit the application for favorable determination letter in advance of the Closing (and to provide Buyer with the opportunity to review the application for a favorable determination letter at least twenty (20) days Parent may reasonably request prior to the filing date with the IRS), and following the Closing, Buyer shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to including the ESOP as may be required by the IRS as a condition to its issuance adoption of a favorable determination letter). The Company, Company Bank, and following the Effective Time, Buyer, will adopt such amendments to the ESOP ESOP. Notwithstanding the foregoing, Standard Bank will continue to effect the provisions of this Section 6.18. Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of make regularly scheduled payments on the ESOP upon its termination, the account balances in Loan and related share allocations through the ESOP shall be distributed to participants and beneficiaries in accordance with ESOP Plan and Trust provisions and applicable lawTermination Date.

ESOP Matters. The Trustee and the Company shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to the ESOP prior to or simultaneous with the Closing, as applicable. : Effective as of on the fifth (5th) business day immediately before the Closing, the ESOP shall be terminated (the “ESOP Termination Date”) in accordance with the requirements of ), no new participants shall be admitted on or after the ESOP plan Termination Date, and trust document provisions all existing ESOP participants’ accounts shall be fully vested and applicable law (including but not limited to the freezing of ESOP participation and full vesting of participants)100% non-forfeitable. The Company shall cause the ESOP’s plan administrator to direct the repayment of any outstanding ESOP debt in full (including ESOP loan(s) and accrued interest) by directing the ESOP trustee to first use any cash remaining in the suspense account to repay such ESOP debt and then, if and as necessary, Trustee to remit a sufficient number amount of the Suspense Shares back to the Company to repay any remaining the outstanding ESOP debt Loan in full. All remaining shares , and the proceeds of Company Common Stock held by the sale of the Suspense Shares shall be used to repay the outstanding balance of the ESOP Loan as of immediately prior to the Effective Time, including any unallocated shares held in the ESOP suspense account (which shall not include any shares of Company Common Stock used with each remitted share to repay or forgive the ESOP loan), shall be converted into the right valued equal to receive the Merger Consideration. All remaining shares of Company Common Stock held by the ESOP which had been unallocated (or the proceeds from the sale thereof, if applicable) as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP Loan and the exchange of the shares of Company Common Stock for the Merger Consideration, the cash received upon conversion of the remaining Suspense Shares shall be deemed to be earnings and shall be allocated among to ESOP participants’ accounts in accordance with the accounts ESOP. If the Suspense Shares are insufficient to repay the outstanding balance of the ESOP participants with undistributed account balances at the Effective Time who are employed by Loan in full, the Company at shall forgive the Effective Timeremaining balance of the ESOP Loan (after remitting the Suspense Shares to the Company). The Company acknowledges and agrees that following the Company’s forgiveness of the remaining balance on the ESOP Loan the ESOP shall have no further obligation to the Company with respect to the ESOP Loan, and in proportion to the balances credited to their accounts immediately prior to such allocation and distributed to Company shall have no recourse against the ESOP participants after for any amounts then remaining due under the receipt of a favorable determination letter from the IRSESOP Loan. No benefit distributions shall be made from the ESOP without the prior written consent of Buyer MHC or Parent before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise termination, except that distributions from the ESOP may be made earlier if required by lawlaw or upon the occurrence of the ESOP participant’s retirement, death, disability or termination of employment or any other event, other than plan termination, that requires a distribution from the ESOP. Prior to the Effective Time, The Company also shall take all such other actions in furtherance of terminating the ESOP as are necessary to submit the application for favorable determination letter in advance of the Closing (and to provide Buyer with the opportunity to review the application for a favorable determination letter at least twenty (20) days MHC or Parent may reasonably request prior to the filing date with the IRS), and following the Closing, Buyer shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to including the ESOP as may be required by the IRS as a condition to its issuance adoption of a favorable determination letter). The Company, Company Bank, and following the Effective Time, Buyer, will adopt such amendments to the ESOP to effect the provisions of this Section 6.18. Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall be distributed to participants and beneficiaries in accordance with ESOP Plan and Trust provisions and applicable lawESOP.

ESOP Matters. The Company Employee Stock Ownership Plan (the “Company ESOP”) shall take be terminated as of the Effective Time. To the extent permitted by applicable law and consistent with fiduciary duties owed by the trustees of the Company ESOP, promptly after the Effective Time, the trustees of the Company ESOP shall sell a sufficient number of shares of Parent Common Stock received with respect to the Company Common Stock held, unallocated, in the suspense account in the Company ESOP such that the proceeds of such sale shall equal or cause exceed the then outstanding ESOP indebtedness and shall apply the proceeds from such sale to the payment of the ESOP indebtedness. Any remaining shares of Parent Common Stock and cash held in the suspense account after the repayment of the ESOP indebtedness shall be taken all such actions as may be necessary to effect the actions set forth below relating allocated to the ESOP prior to or simultaneous with the Closing, as applicable. Effective as of the fifth (5th) business day before the Closing, the ESOP shall be terminated (the “ESOP Termination Date”) participants in accordance with the requirements terms of the Company ESOP plan and trust document provisions and applicable law (including but not limited laws and regulations. In connection with the termination of the Company ESOP, the Company shall promptly apply to the freezing IRS for a favorable determination letter on the tax-qualified status of the Company ESOP participation on termination and full vesting of participants). The Company shall direct the repayment of any outstanding ESOP debt in full (including ESOP loan(s) and accrued interest) by directing the ESOP trustee to first use any cash remaining in the suspense account to repay such ESOP debt and then, if and as necessary, to remit a sufficient number of Suspense Shares back amendments made to the Company ESOP in connection with its termination or otherwise, if such amendments have not previously received a favorable determination letter from the IRS with respect to repay any remaining their qualification under Code Section 401(a). Any amendments to the Company ESOP debt in full. All remaining shares of Company Common Stock held requested by the ESOP as of immediately IRS prior to the Effective Time, including any unallocated shares held in the ESOP suspense account (which shall not include any shares of Company Common Stock used to repay or forgive the ESOP loan), shall be converted into the right to receive the Merger Consideration. All remaining shares of Company Common Stock held by the ESOP which had been unallocated (or the proceeds from the sale thereof, if applicable) as of the Effective Time shall be allocated among adopted by Company and Company Bank, and any amendments requested by the accounts of the ESOP participants with undistributed account balances at IRS after the Effective Time who shall be adopted by Parent if upon advice of legal counsel to Parent that such amendments are employed by appropriate. Any and all distributions from the Company at ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS. The account balances of participants in the Company ESOP will be distributed as soon as practicable after the later of (a) the Effective Time, Time and in proportion to the balances credited to their accounts immediately prior to such allocation and distributed to ESOP participants after (b) the receipt of a favorable determination letter for termination of the Company ESOP from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of Buyer before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Company and Company Bank shall take all such actions as are necessary make contributions to, and payments on the loan of, the Company ESOP consistent with past practices on regularly scheduled payment dates. Notwithstanding the foregoing, the Company and Patriot Bank may make a contribution to, and payments on the loan to, the Company ESOP with respect to submit the application for favorable determination letter in advance of period beginning January 1, 2004, up to and including the Closing Effective Time (and to provide Buyer with the opportunity to review the application for or a favorable determination letter at least twenty (20) days date prior to the filing date with Effective Time) in an amount not in excess of the IRS), and following the Closing, Buyer shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required limitations prescribed by the IRS as a condition to its issuance of a favorable determination letter)Internal Revenue Code. The Company, Company Bank, and following Patriot Bank may amend the Effective Time, Buyer, will adopt such amendments to the Company ESOP to effect the provisions making of this Section 6.18. Promptly following the receipt contribution described in the preceding sentence and to effect the allocation of a favorable determination letter such Company ESOP contribution and any Company ESOP earnings resulting from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall be distributed to participants and beneficiaries in accordance with ESOP Plan and Trust provisions and applicable lawMerger.

ESOP Matters. The Company shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to the ESOP prior to or simultaneous with the Closing, as applicable. Effective as of the fifth (5th) business day before the Closing, the ESOP shall be terminated (the “ESOP Termination Date”) in accordance with the requirements of the ESOP plan and trust document provisions and applicable law (including but not limited to the freezing of ESOP participation and full vesting of participants). The Company shall direct the repayment of any outstanding ESOP debt in full (including ESOP loan(s) and accrued interest) by directing the ESOP trustee to first use any cash remaining in the suspense account to repay such ESOP debt and then, if and as necessary, to remit a sufficient number of Suspense Shares back to the Company to repay any remaining ESOP debt in full, . All remaining shares of Company Common Stock held by the ESOP as of immediately prior to the Effective Time, including any unallocated shares held in the ESOP suspense account (which shall not include any shares of Company Common Stock used to repay or forgive the ESOP loan), shall be converted into the right to receive the Merger Consideration. All remaining shares of Company Common Stock held by the ESOP which had been unallocated (or the proceeds from the sale thereof, if applicable) as of the Effective Time shall be allocated among the accounts of the ESOP participants with undistributed account balances at the Effective Time who are employed by the Company at the Effective Time, and in proportion to the balances credited to their accounts immediately prior to such allocation and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of Buyer before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Company shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Closing (and to provide Buyer with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Closing, Buyer shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). The Company, Company Bank, and following the Effective Time, Buyer, will adopt such amendments to the ESOP to effect the provisions of this Section 6.18. Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall be distributed to participants and beneficiaries in accordance with ESOP Plan and Trust provisions and applicable law.

ESOP Matters. The Company Seller and Seller Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to the ESOP prior to or simultaneous with the Closing, as applicable. Effective as of the fifth at least five (5th5) business day days before the Closing, the ESOP shall be terminated (the “ESOP Termination Date”) in accordance with the requirements of ). No new participants shall be admitted on or after the ESOP plan Termination Date and trust document provisions all existing ESOP participants’ accounts shall become fully vested and applicable law (including but not limited to the freezing of ESOP participation and full vesting of participants)100% non-forfeitable. The Company Seller Bank shall direct the repayment of any outstanding ESOP debt in full (including ESOP loan(s) and accrued interest) by directing the ESOP trustee to first use any cash remaining in the suspense account to repay such ESOP debt and then, if and as necessary, Trustee to remit a sufficient number of the shares of Seller Common Stock allocated to the suspense account pursuant to the ESOP (the “Suspense Shares Shares”) back to the Company Seller to repay any remaining the outstanding ESOP debt Loan in full, with each remitted share to be valued equal to the Merger Consideration. All remaining shares of Company Seller Common Stock held by the ESOP as of immediately prior to the Effective Time, including any unallocated shares held in the ESOP suspense account (which shall not include any shares of Company Common Stock used to repay or forgive the ESOP loan), shall be converted into the right to receive the Merger Consideration. All remaining shares of Company Common Stock held by the ESOP which had been unallocated (or the proceeds from the sale thereof, if applicable) as of the Effective Time shall be exchanged for the Merger Consideration. After repayment of the outstanding ESOP Loan and the exchange of the shares of Seller Common Stock for the Merger Consideration, the cash received upon conversion of the remaining Suspense Shares shall be deemed to be earnings and shall be allocated among as earnings to the accounts of the ESOP participants with undistributed account balances at the Effective Time who are employed by as of the Company at ESOP Termination Date based on their account balances under the Effective Time, and in proportion to ESOP as of the balances credited to their accounts immediately prior to such allocation ESOP Termination Date and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of Buyer before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise termination, except that distributions from the ESOP may be made earlier if required by lawlaw or upon the occurrence of the ESOP participant’s retirement, death, disability or termination of employment or any other event, other than plan termination, that requires a distribution from the ESOP. Prior to the Effective Time, Company Seller Bank shall take all such actions as are necessary (determined in consultation with Buyer) to submit the application for favorable determination letter in advance of the Closing (and to provide Buyer with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS)Closing, and following the Closing, Buyer shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). The Company, Company Seller Bank, and following the Effective Time, Buyer, will adopt such amendments to the ESOP to effect the provisions of this Section 6.186.21. Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall either be distributed to participants and beneficiaries in accordance with ESOP Plan and Trust provisions and applicable lawor transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct.

ESOP Matters. The Company and Envision Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to the ESOP prior to or simultaneous with the Closing, as applicable. Effective as of the fifth (5th) business day before the Closing, the ESOP shall be terminated (the “ESOP Termination Date”) in accordance with the requirements of the ESOP plan and trust document provisions and applicable law (including but not limited to the freezing of ESOP participation and full vesting of participants). The Company Envision Bank shall direct the repayment of any outstanding ESOP debt in full (including ESOP loan(s) and accrued interest) by directing the ESOP trustee to first use any cash remaining in the suspense account to repay such ESOP debt and then, if and as necessary, to remit a sufficient number of Suspense Shares back to the Company to repay any remaining ESOP debt in full. All remaining shares of Company Common Stock held by the ESOP as of immediately prior , with each remitted share to the Effective Time, including any unallocated shares held in the ESOP suspense account (which shall not include any shares of Company Common Stock used to repay or forgive the ESOP loan), shall be converted into the right to receive the Merger Considerationvalued at $27.00. All remaining shares of Company Common Stock held by the ESOP which had been unallocated (or the proceeds from the sale thereof, if applicable) as of the Effective Time shall be allocated among the accounts of the ESOP participants with undistributed account balances at the Effective Time who are employed by the Company Envision Bank at the Effective Time, and in proportion to the balances credited to their accounts immediately prior to such allocation and distributed to ESOP participants after the receipt of a favorable determination letter from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of Buyer Parent before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Company shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Closing (and to provide Buyer Parent with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS), and following the Closing, Buyer Parent shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). The Company, Company Envision Bank, and following the Effective Time, BuyerParent, will adopt such amendments to the ESOP to effect the provisions of this Section 6.185.17. Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall be distributed to participants and beneficiaries in accordance with ESOP Plan and Trust provisions and applicable law.

ESOP Matters. The Company Employee Stock Ownership Plan (the “Company ESOP”) shall take be terminated as of the Effective Time. To the extent permitted by applicable law and consistent with fiduciary duties owed by the trustees of the Company ESOP, promptly after the Effective Time, the trustees of the Company ESOP shall sell a sufficient number of shares of Parent Common Stock received with respect to the Company Common Stock held, unallocated, in the suspense account in the Company ESOP such that the proceeds of such sale shall equal or cause exceed the then outstanding ESOP indebtedness and shall apply the proceeds from such sale to the payment of the ESOP indebtedness. Any remaining shares of Parent Common Stock and cash held in the suspense account after the repayment of the ESOP indebtedness shall be taken all such actions as may be necessary to effect the actions set forth below relating allocated to the ESOP prior to or simultaneous with the Closing, as applicable. Effective as of the fifth (5th) business day before the Closing, the ESOP shall be terminated (the “ESOP Termination Date”) participants in accordance with the requirements terms of the Company ESOP plan and trust document provisions and applicable law (including but not limited laws and regulations. In connection with the termination of the Company ESOP, the Company shall promptly apply to the freezing IRS for a favorable determination letter on the tax-qualified status of the Company ESOP participation on termination and full vesting of participants). The Company shall direct the repayment of any outstanding ESOP debt in full (including ESOP loan(s) and accrued interest) by directing the ESOP trustee to first use any cash remaining in the suspense account to repay such ESOP debt and then, if and as necessary, to remit a sufficient number of Suspense Shares back amendments made to the Company ESOP in connection with its termination or otherwise, if such amendments have not previously received a favorable determination letter from the IRS with respect to repay any remaining their qualification under Code Section 401(a). Any amendments to the Company ESOP debt in full. All remaining shares of Company Common Stock held requested by the ESOP as of immediately IRS prior to the Effective Time, including any unallocated shares held in the ESOP suspense account (which shall not include any shares of Company Common Stock used to repay or forgive the ESOP loan), shall be converted into the right to receive the Merger Consideration. All remaining shares of Company Common Stock held by the ESOP which had been unallocated (or the proceeds from the sale thereof, if applicable) as of the Effective Time shall be allocated among adopted by Company and Company Bank, and any amendments requested by the accounts of the ESOP participants with undistributed account balances at IRS after the Effective Time who shall be adopted by Parent if upon advice of legal counsel to Parent that such amendments are employed by appropriate. Any and all distributions from the Company at ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS. The account balances of participants in the Company ESOP will be distributed as soon as practicable after the later of (a) the Effective Time, Time and in proportion to the balances credited to their accounts immediately prior to such allocation and distributed to ESOP participants after (b) the receipt of a favorable determination letter for termination of the Company ESOP from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of Buyer before the IRS issues a favorable determination letter with respect to the tax-qualified status of the ESOP on termination unless otherwise required by law. Prior to the Effective Time, Company and Company Bank shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Closing (and to provide Buyer with the opportunity to review the application for a favorable determination letter at least twenty (20) days prior to the filing date with the IRS)make contributions to, and following payments on the Closing, Buyer shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). The Company, Company Bank, and following the Effective Time, Buyer, will adopt such amendments to the ESOP to effect the provisions of this Section 6.18. Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP upon its terminationloan of, the account balances in the Company ESOP shall be distributed to participants and beneficiaries in accordance consistent with ESOP Plan and Trust provisions and applicable lawpast practices on regularly scheduled payment dates.