ML ESOP Sample Clauses

ML ESOP. (A) Each participant in the ML Employee Stock Ownership Plan ("ML ESOP") not fully vested will, in accordance with the terms of the ML ESOP, become fully vested in his or her ML ESOP account as of the Effective Date. As soon as practicable after the execution of this Agreement, ML, Main Line Bank and Sovereign will cooperate to cause the ML ESOP to be amended and other action taken, in a manner reasonably acceptable to ML and Sovereign, to provide that the ML ESOP will terminate upon the Effective Date. Between the date hereof and the Effective Date, the existing ML ESOP indebtedness shall be paid in the ordinary course of business and ML or Main Line Bank shall make such contributions to the ML ESOP as necessary to fund such payments. Any indebtedness of the ML ESOP remaining as of the Effective Date shall be repaid from the Trust associated with the ML ESOP through application or sale of the Sovereign Common Stock received by the ML ESOP; provided, however, that (i) any related sale or distribution of shares by the ML ESOP shall be effected in accordance with the requirements of federal and any applicable state securities laws and regulations, including any rules of the NASD, (ii) any related sale or distribution of shares by the ML ESOP and any participant shall be effected in such a manner (and with such safeguards as may be necessary or appropriate) so as not to jeopardize the intended "pooling of interests" accounting treatment of the Merger, and (iii) all distributions from the ML ESOP after the Effective Date shall be in shares of Sovereign Common Stock. Upon the repayment of the ML ESOP loan, the remaining funds in the ML ESOP suspense account will be allocated (to the extent permitted by Sections 401(a), 415 or 4975 of the IRC and the applicable laws and regulations including, without limitation, the applicable provisions of ERISA) to ML ESOP participants (as determined under the terms of the ML ESOP). ML and Sovereign agree that, subject to the conditions described herein, as soon as practicable after the Effective Date and repayment of the ML ESOP loan, participants in the ML ESOP shall be entitled at their election to have the amounts in their ML ESOP accounts either distributed to them in a lump sum or rolled over to another tax-qualified plan (including Sovereign plans to the extent permitted by Sovereign) or individual retirement account. (B) The actions relating to termination of the ML ESOP will be adopted conditioned upon the consummatio...
Sample 1
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ML ESOP. (A) Each participant in the ML Employee Stock Ownership Plan ("ML ESOP") not fully vested will, in accordance with the terms of the ML ESOP, become fully vested in his or her ML ESOP account as of the Effective Date. As soon as practicable after the execution of this Agreement, ML, Main Line Bank and Sovereign will cooperate to cause the ML ESOP to be amended and other action taken, in a manner reasonably acceptable to ML and Sovereign, to provide that the ML ESOP will terminate upon the Effective Date. Between the date hereof and the Effective Date, the existing ML ESOP indebtedness shall be paid in the ordinary course of business and ML or Main Line Bank shall make such contributions to the ML ESOP as necessary to fund such payments. Any indebtedness of the ML ESOP remaining as of the Effective Date shall be repaid from the Trust associated with the ML ESOP through application or sale of the Sovereign Common Stock received by the ML ESOP; provided, however, that (i) any related sale or distribution of shares by the ML ESOP shall be effected in accordance with the requirements of federal and any applicable state securities laws and regulations, including any rules of the NASD, (ii) any
Sample 1

Related to ML ESOP

  • ESOP (a) As of the Closing Date and at all times thereafter, the ESOP has been in compliance in all material respects with applicable provisions of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder, and the ESOT has been duly organized and is a validly existing trust. Except as set forth on Schedule 4.29(a), each of the ESOP Plan Documents is in full force and effect and no term or condition thereof has been amended, modified or waived from the terms and conditions contained in the ESOP Plan Documents delivered to Administrative Agent without the consent of the Requisite Lenders (which consent shall not be unreasonably withheld), except to the extent such amendment, modification or waiver could not reasonably be anticipated to have a Material Adverse Effect. As of the Closing Date and at all times thereafter, the ESOT has performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by the ESOT, and no unmatured default, default or breach of any covenant by any such party exists thereunder. (b) As of the Closing Date and at all times thereafter, the execution, delivery and performance of each of the ESOP Plan Documents to which the ESOT is a party do not (i) conflict with the ESOP Plan Documents, (ii) conflict with any requirement of law, or (iii) other than with respect to ordinary course ESOP operations, require a registration with, consent or approval of, or notices to, or other action to, with or by any Governmental Authority. (c) As of the Closing Date and at all times thereafter, none of the assets of Borrower constitute, for any purpose of ERISA or Section 4975 of the Internal Revenue Code, assets of the ESOP or any other “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Internal Revenue Code. (d) As of the Closing Date and at all times thereafter, no non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code has occurred with respect to the ESOP, and no Loan hereunder constitutes or shall constitute or give rise to any such non-exempt prohibited transaction. (e) The ESOP is qualified under Section 401(a) of the Internal Revenue Code, and the ESOP includes two components, one of which is a stock bonus plan that constitutes an employee stock ownership plan as defined in Section 4975(e)(7) of the Internal Revenue Code, and the other is a profit sharing plan that includes a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. (f) Borrower has provided Administrative Agent with a complete and true copy of each of the ESOP Plan Documents pursuant to which the ESOP and the ESOT are maintained by Borrower, or which concern Borrower’s obligations with respect to the ESOP and ESOT, as of the Closing Date and has not subsequently amended or in any other way modified or replaced such ESOP Plan Documents in any manner without the prior written consent of the Requisite Lenders, except for any amendment, modification or waiver that could not reasonably be anticipated to have a Material Adverse Effect (and Borrower shall use its best efforts to deliver a copy of any such amendment, modification or replacement to Administrative Agent prior to the execution thereof). (g) To Borrower’s knowledge, no Loan hereunder is (for any purpose of Section 406 of ERISA or Section 4975 of the Internal Revenue Code) a direct or indirect loan or other transaction between Administrative Agent or any of the Lenders and the ESOT which, if it is assumed that Administrative Agent and the Lenders are “parties in interest” and “disqualified persons” (as defined in Section 3(14) of ERISA and Section 4975 of the Internal Revenue Code, respectively), is a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. (h) Neither Borrower nor any of its Subsidiaries is or shall be subject to the tax imposed by Section 4978 of the Internal Revenue Code with respect to any “disposition” by the ESOT of any shares of Equity Interests of Borrower. (i) To Borrower’s knowledge, there is no investigation or review by any Governmental Agency, or action, suit, proceeding or arbitration, pending or concluded, concerning any matter with respect to the ESOP or the ESOT relevant as to whether any representation set forth herein was, or has or will at any time become, inaccurate or breached or, if it were to be made at any time prior to the satisfaction of all Obligations, would be inaccurate when made (other than in respect of (i) periodic requests to the Internal Revenue Service to issue a favorable determination letter to the effect that the ESOP is and continues to be a qualified plan and an employee stock ownership plan, (ii) Annual Reports (IRS Form 5500 Series) for the ESOP and (iii) routine claims for ESOP benefits), and neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or the ESOT contrary to or inconsistent with the accuracy of any such representation which assertion could reasonably be expected to have a Material Adverse Effect. (j) As of the Closing Date, the ESOP has not incurred any Indebtedness (including any guarantee of Indebtedness of any other Person), other than its obligations under the ESOP Plan Documents to the extent constituting Indebtedness, including the outstanding PTE 80-26 loans set forth on Schedule 4.29(j).

  • Stock Ownership Attached hereto as Schedule 8 is a true and correct list of all the duly authorized, issued and outstanding stock of each Subsidiary and the record and beneficial owners of such stock. Also set forth on Schedule 8 is each equity Investment of the Borrower and each Subsidiary that represents 50% or less of the equity of the entity in which such investment was made.

  • Savings Plans Employee shall be entitled to participate in Employer’s 401(k) plan, or other retirement or savings plans as are made available to Employer’s other executives and officers and on the same terms which are available to Employer’s other executives and officers.

  • Stock Ownership Guidelines Executive will comply with all stock ownership and stock retention guidelines or policies established by the Board and the Committee, as in effect from time to time.

  • Health Savings Account (HSA) is a tax-exempt trust or custodial account established exclusively for the purpose of paying qualified medical expenses of the member who is covered under a high deductible health plan. The member must be covered under the HSA plan for the months in which contributions are made. HIGH DEDUCTIBLE HEALTH PLAN (HDHP) is a health plan that satisfies certain requirements with respect to deductibles and out-of-pocket expenses. The plan cannot provide payment for any covered healthcare service until the plan year deductible is satisfied, with the exception of preventive care services. • that provides medical and surgical care for patients who have acute illnesses or injuries; and • is either listed as a hospital by the American Hospital Association (AHA) or accredited by the Joint Commission on Accreditation of Healthcare Organizations (JCAHO).

  • Match Funds The goal of this subtask is to ensure that the Recipient obtains any match funds planned for this Agreement and applies them to the Agreement during the Agreement term. While the costs to obtain and document match funds are not reimbursable under this Agreement, the Recipient may spend match funds for this task. The Recipient may only spend match funds during the Agreement term, either concurrently or prior to the use of Energy Commission funds. Match funds must be identified in writing, and the Recipient must obtain any associated commitments before incurring any costs for which the Recipient will request reimbursement. • Prepare a Match Funds Status Letter that documents the match funds committed to this Agreement. If no match funds were part of the proposal that led to the Energy Commission awarding this Agreement and none have been identified at the time this Agreement starts, then state this in the letter. If match funds were a part of the proposal that led to the Energy Commission awarding this Agreement, then provide in the letter: o A list of the match funds that identifies: ▪ The amount of cash match funds, their source(s) (including a contact name, address, and telephone number), and the task(s) to which the match funds will be applied. ▪ The amount of each in-kind contribution, a description of the contribution type (e.g., property, services), the documented market or book value, the source (including a contact name, address, and telephone number), and the task(s) to which the match funds will be applied. If the in-kind contribution is equipment or other tangible or real property, the Recipient must identify its owner and provide a contact name, address, telephone number, and the address where the property is located. ▪ If different from the solicitation application, provide a letter of commitment from an authorized representative of each source of match funding that the funds or contributions have been secured. • At the Kick-off meeting, discuss match funds and the impact on the project if they are significantly reduced or not obtained as committed. If applicable, match funds will be included as a line item in the progress reports and will be a topic at CPR meetings. • Provide a Supplemental Match Funds Notification Letter to the CAM of receipt of additional match funds. • Provide a Match Funds Reduction Notification Letter to the CAM if existing match funds are reduced during the course of the Agreement. Reduction of match funds may trigger a CPR meeting. • Match Funds Status Letter • Supplemental Match Funds Notification Letter (if applicable) • Match Funds Reduction Notification Letter (if applicable)

  • Individual Account An individual account is an account owned by you alone, which you as the account owner use during your lifetime.

  • Cash Account Except as otherwise provided in Instructions acceptable to Bank, all cash held in the Cash Account shall be deposited during the period it is credited to the Account in one or more deposit accounts at Bank or at Bank's London Branch. Any cash so deposited with Bank's London Branch shall be payable exclusively by Bank's London Branch in the applicable currency, subject to compliance with any Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.

  • Company Contributions The Company shall continue to make a Company Contribution for Plan Years 2017, 2018 and 2019, on the same terms and conditions set forth in the Participant Agreement, with the performance metrics and targets in connection with such Company Contributions for such Plan Years to be established in the sole discretion of the Committee, following consultation with the Chief Executive Officer of the Company.

  • Income Account The Trustee shall collect the dividends and other cash distributions on the Securities in each Trust which would be treated as dividend (other than capital gain dividends) or interest income under the Internal Revenue Code as such become payable (including all monies which would be so treated representing penalties for the failure to make timely payments on the Securities, or as liquidated damages for default or breach of any condition or term of the Securities or of the underlying instrument relating to any Securities and other income attributable to a Failed Contract Obligation for which no Replacement Security has been obtained pursuant to Section 3.12 hereof) and credit such income to a separate account for each Trust to be known as the "Income Account." Any non-cash distributions received by a Trust shall be sold to the extent they would be treated as dividend or interest income under the Internal Revenue Code and the proceeds shall be credited to the Income Account. Except as provided in the preceding sentence, non-cash distributions received by a Trust (other than a non-taxable distribution of the shares of the distributing corporation which shall be retained by a Trust) shall be dealt with in the manner described in Section 3.11, herein, and shall be retained or disposed of by such Trust according to those provisions and the proceeds thereof shall be credited to the Capital (Principal) Account. Neither the Trustee nor the Depositor shall be liable or responsible in any way for depreciation or loss incurred by reason of any such sale. All other distributions received by a Trust shall be credited to the Capital (Principal) Account."

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