ESOP Termination. At or before the BKFC EFFECTIVE TIME, FTFC and FSB shall terminate the ESOP and shall file an Application for Determination with the IRS regarding tax qualification upon termination. No additional contribution shall be made to the ESOP by FTFC, FSB or BKFC, except as necessary to make the minimum required payment under the current exempt loan (hereinafter referred to as the "LOAN") between the ESOP and FTFC; provided, however, that any such contribution shall be deductible by FTFC and FSB under Section 404 of the CODE and the allocations of such contribution shall otherwise be in compliance with Section 415 of the CODE. All common shares of FTFC held by the Trustee of the ESOP at the BKFC EFFECTIVE TIME shall be exchanged by the Trustee for the number of BKFC shares of stock in accordance with this AGREEMENT. The Trustee for the ESOP shall dispose of shares held in the suspense account of the ESOP for the purpose of retiring the LOAN. Any shares and other assets remaining in the suspense account following repayment of the LOAN in full shall be available for allocation and distribution as promptly as possible to participants (as defined in the ESOP) in accordance with Section 4.3 of the ESOP and applicable law. It is the intent of the parties that the ESOP be terminated and distributions made concurrently with the BKFC EFFECTIVE TIME to the extent possible.
ESOP Termination. The ESOP shall be terminated immediately prior to the Closing, and the ESOP Shares sold to Buyer at the Closing.
ESOP Termination. The Company previously adopted and ---------------- maintained an Employee Stock Ownership Plan ("ESOP Plan") in compliance with all --------- laws, rules and regulations relating thereto; however, in 1992, the Company terminated the ESOP Plan, re-purchased all of the Company stock that had been issued to the ESOP Plan participants, and received a favorable termination letter for the ESOP Plan from the Internal Revenue Service. The Company has no obligation or liability relating to the creation, maintenance, operation or termination of the ESOP Plan to any person, employee, or governmental entity or authority.
ESOP Termination. New Wave’s Board of Directors shall have adopted resolutions terminating the ESOP effective as of immediately prior the Effective Time and providing that as of such date:
(a) Each participant who has not yet received a complete distribution of his ESOP account will be 100% vested and have a nonforfeitable right to his ESOP account balance;
(b) All distributions from the ESOP will be made in cash and no participant will have the right to a distribution in the form of shares of New Wave Common Stock;
(c) New Wave will file an application for a determination letter on IRS Form 5310 with respect to the tax qualified status of the ESOP upon its termination within 90 days following the Effective Time;
(d) The balance remaining in each participant’s account will be distributed within 90 days following receipt of a favorable determination letter from the IRS;
(e) All amounts that are paid to the ESOP with respect to its Percentage Interest in the Escrow Account will be distributed to ESOP participants as soon as administratively practicable following the receipt of such funds by the ESOP trustee;
(f) All amounts that are paid to the ESOP with respect to its Percentage Interest in the Net Proceeds from a Sale will be distributed to ESOP participants as soon as administratively practicable following the receipt of such funds by the ESOP trustee;
(g) The ESOP trust will remain in place until such time as all amounts described above have been distributed to the ESOP participants; and
(h) No person may become a participant in the ESOP after the Effective Time.
ESOP Termination. The Company and the ESOP shall have completed all of the actions set forth in Section 5.10 related to the ESOP termination to the extent such actions are required to be completed by the Company or the ESOP prior to the Closing.
ESOP Termination. (a) MFFC shall use reasonable efforts to terminate the ESOP and shall file an Application for Determination with the IRS regarding tax qualification upon termination. All amounts accrued on the financial statements of MFFC as ESOP expense through the end of the month immediately before the month of the CLOSING shall be contributed by MFSB xx the ESOP Trustee and shall be paid by the ESOP Trustee to MFFC to reduce the outstanding balance of the ESOP LOAN, after which an appropriate number of MFFC common shares shall be allocated as promptly as possible by the ESOP Trustee to the accounts of ESOP participants (as defined in the ESOP) in accordance with the allocation provisions of the ESOP contained in Sections 3.01 and 3.02 and applicable law; provided,
ESOP Termination. As soon as practicable following the date hereof but, in any event, prior to the Effective Time, Lawrence Federal shall take any and all action necessary to terminate ixx xxxxxyee stock ownership plan (the "Lawrence Federal ESOP") as of the Effective Time. The trustee of the Lxxxxxxx Federal ESOP shall repay the existing loan of the Lawrence Xxxxxxx ESOP and allocate any unallocated assets remaining aftxx xxx xoan is repaid in accordance with the terms of the Lawrence Federal ESOP and applicable law.
ESOP Termination. The ESOP shall have been terminated, shares of BSCA Common Stock properly distributed to the account of each participant in the ESOP, and BSCA shall have delivered to SCB and BOSC a certificate of BSCA’s Chief Financial Officer dated as of the Closing Date, in a form reasonably acceptable to SCB and BOSC, confirming that all such action has been fully and lawfully completed.
ESOP Termination. The Company shall have delivered to the Buyer evidence of action by the Company’s board of directors of a written resolution in a form to terminate the ESOP effective as of the date immediately prior to the date of Closing.
ESOP Termination. The Company shall take all steps necessary to terminate the Company's Employee Stock Ownership Program (the "ESOP") effective at or prior to the Effective Time. The termination of the ESOP shall be in accordance with all applicable laws, statutes and regulations, including, without limitation, ERISA, and shall not subject the Company or Bancorp to any material obligation or liability.
