ESOP Shares. (a) At the Effective Time, each ESOP Share issued and outstanding immediately prior to the Effective Time shall be cancelled and converted into that number of American Depositary Shares ("ADSs"), evidenced by American Depositary Receipts (with each ADS representing one Bearer Depositary Receipt ("Bearer Receipt"), each of which in turn represents an interest in one Ordinary Share, nominal value NLG 1.00 per Ordinary Share ("ING Shares")), of ING equal to the number derived by dividing (x) $54.00 by (y) the average of the closing prices for the ADSs (the "Average Closing Price") as reported on the New York Stock Exchange, Inc. (the "NYSE") composite transactions reporting system (as reported in the New York City edition of The Wall Street Journal or, if not reported thereby, another authoritative source) for the ten trading days ending on the last trading day prior to the Closing Date (the "ESOP Consideration").
(b) As of the Effective Time, ING shall, upon delivery to the Surviving Corporation or its designee of the Certificates(s) (or affidavits of loss in lieu thereof) representing the ESOP Shares for cancellation, together with any documentation to effect such transfer as may reasonably be requested by ING, issue to the ESOP Plan the ESOP Consideration to be issued pursuant to Section 4.5(a) and a check for any cash to be paid pursuant to Section 4.5(d), together with any dividends or other distributions payable with respect thereto.
(c) No Person holding a Certificate representing ESOP Shares will be entitled after the Effective Time to receive any dividend or distribution that may be declared or paid in respect of ADSs receivable by such Person upon conversion of ESOP Shares represented by such Certificate in the Merger until such Certificate is surrendered in exchange for the ESOP Consideration as provided herein, at which time any dividends with a record date after the Effective Time with respect to ADSs shall, subject to applicable Law, be paid without interest to such Person as though it had been a record holder of such ADSs at the time of such record date.
(d) Notwithstanding any other provision of this Agreement, no fractional ADS will be issued and any holder of ESOP Shares entitled to receive a fractional ADS but for this Section 4.5(d) shall be entitled to receive a cash payment in lieu thereof, which payment shall represent such holder's proportionate interest in an ADS based on the Average Closing Price.
ESOP Shares. On or before the Closing Date, the ESOP Shares shall have been purchased by the Purchaser pursuant to the ESOP Purchase Agreement.
ESOP Shares. The ESOP Shares have been duly authorized, and, upon issuance and delivery against receipt by the Corporation of the Purchase Money Note, will be validly issued and outstanding. The issuance and sale of the ESOP Shares is not subject to any preemptive or other similar rights arising by operation of law, under the charter or regulations of the Corporation, under any agreement or instrument to which the Corporation or any of its subsidiaries is a party or otherwise. The ESOP Shares constitute "employer securities" within the meaning of Code Section 409(l) and "qualifying employer securities" within the meaning of ERISA Section 407(d)(5).
ESOP Shares. Twenty-Five (25)trading days shall have elapsed since PSB has purchased sufficient shares of PSB Common Stock to enable PSB to give the Notice of Completed Purchase;
ESOP Shares. It is understood and agreed that each Stockholder’s ability to tender or vote any Shares beneficially owned by such Stockholder that are held in trust by that portion of the Company 401(k) and Employee Stock Ownership Plan (the “Plan”) that is the ESOP (as such term is defined in the Plan) (such Shares, the “ESOP Shares”) is subject to the requirements of ERISA and the terms of the Plan. As such, it is understood and agreed that directing the trustee of the Plan (the “Trustee”) to tender such ESOP Shares in accordance with Section 1.01 or to vote such ESOP Shares in accordance with Section 1.02, as applicable, will satisfy such Stockholder’s obligations under Article I with respect to such ESOP Shares, and that the failure of the Trustee (i) to request such instructions from any Stockholder or (ii) to tender or vote any such ESOP Shares as directed by such Stockholder shall not result in a breach or violation of this Agreement by such Stockholder.
ESOP Shares. The Company covenants that any shares of Common Stock, issued pursuant to an employee stock option plan, will be subject to a lock up agreement. Such lock up agreement shall be in a form acceptable to Purchasers.
ESOP Shares. The term "ESOP Shares" shall mean the outstanding shares of Class B Common, all of which are owned of record by the ESOP.
ESOP Shares. The shares of Company Common Stock held by the ESOP are owned of record and beneficially by the ESOP free and clear of all encumbrances. There are no provisions in any such addendums requiring a penalty on prepayment. There are no Liabilities of the ESOP other than the obligation to pay benefits to ESOP Participants under the ESOP in the ordinary course of business. Except as contemplated by this Agreement, neither the ESOP nor the Trustee is a party to any voting trust, shareholder agreement, proxy or other agreement or understanding in effect with respect to the voting or transfer of any shares of Company Common Stock.
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ESOP Shares. The Company agrees to use its best efforts to distribute all shares of Common Stock beneficially owned by Executive in the Company's ESOP to Executive as soon as reasonably possible after the Termination Date.
