The ESOP Sample Clauses

The ESOP. Promptly upon receipt thereof, the Company shall deliver to each Lender a copy of any ruling or non-routine correspondence from the Internal Revenue Service respecting the tax status of the ESOP and promptly upon the Company having knowledge thereof, the Company shall deliver notice of any event or condition which could cause the ESOP to lose its tax-qualified status. In addition, the Company shall provide on an annual basis the information required by Subsection 6.1.8 (ESOP Information) above.
Sample 1
The ESOP. At the Closing, the ESOP and its related trust will be duly -------- formed and a component of a plan duly qualified under Section 401(a) of the Code. The ESOP is "controlled" (for purposes of Rule 802.35 promulgated under the HSR Act) by Appleton.
Sample 1
The ESOP. The Offeror acknowledges that all outstanding options granted under the ESOP have vested and become exercisable in the ordinary course and no further options will be granted under the ESOP and that, in accordance with the rules of the ESOP and due to the Acquisition, the outstanding options will remain exercisable for one month from the date that the Target Remuneration Committee notifies participants of the Court Order and, if not exercised, the options will lapse thereafter (unless they lapse earlier in accordance with the rules of the ESOP).
Sample 1
The ESOP. The ESOP is designed to invest primarily in qualifying employer securities, as defined in section 409(1) of the Code. Except for amounts temporarily held in cash in accordance with subparagraph (f) or dividends awaiting distribution to Participating Employees or dividends or other cash payments to be used to discharge the Acquisition Loan in accordance with the Plan or as may otherwise be required by ERISA, all amounts transferred to the Trustee and held in the ESOP shall be invested in one of the following Investment Funds pursuant to the terms of the Plan: (i) The U S WEST Shares Fund which shall be invested in U S WEST, Inc. common stock. (ii) The MediaOne Group Shares Fund which shall be invested in MediaOne Group, Inc. common stock for up to two years after the Separation Time, during which period MediaOne Group shares shall be sold and reinvested in U S WEST, Inc. common stock, in a manner consistent with the Employee Matters Agreement entered into between U S WEST, Inc. and USW-C, Inc. prior to the Separation Time, and as determined by an independent Investment Manager (which may or may not be the Trustee or an affiliate of the Trustee) selected by the Company. Two years following the Separation Time, the MediaOne Group Shares Fund shall terminate and its assets shall be transferred to the U S WEST Shares Fund. (iii) The Combined Shares Fund which shall be invested in U S WEST, Inc. common stock and MediaOne Group, Inc. common stock for a period of up to two years after the Separation Time. During such two year period, MediaOne Group shares shall be sold and reinvested in U S WEST, Inc. common stock in a manner consistent with the Employee Matters Agreement entered into between U S WEST, Inc. and USW-C, Inc. prior to the Separation Time, and as determined by an independent Investment Manager (which may or may not be the Trustee or an affiliate of the Trustee) selected by the Company. Two years after the Separation Time, the Combined Shares Fund shall terminate and its assets shall be transferred to the U S WEST Shares Fund.
Sample 1
The ESOP. (a) The ESOP has been duly adopted and is in full force and effect and constitutes a "qualified plan" under section 401(a) of the Code and an "employee stock ownership plan" as defined in section 4975(e)(7) of the Code. The ESOP Trust Agreement has been duly adopted, is validly existing and constitutes an "exempt trust" under section 501(a) of the Code. The Issuer has the requisite trust power and authority to own its properties and assets. (b) The Company has delivered to you true and correct copies of the ESOP Documents, including all modifications and supplements thereto. Each of the ESOP Documents is in full force and effect and no term or condition of any thereof has been amended, modified or waived. (c) The Indebtedness evidenced by each Note delivered on the date of Closing will qualify for the exemptions set forth in section 408(b)(3) of ERISA and section 4975(d)(3) of the Code. All of the "employer securities," as such term is defined in section 409(l) of the Code, held by the Issuer constitute "qualifying employer securities" within the meaning of Code regulation section 54.4975-12 (as modified by any subsequent modifications to the Code or ERISA). The Issuer holds no other securities that are not permitted to be held by it pursuant to section 4975(e)(7) of the Code. (d) Except for the loan or loans made as of the date of the Closing from the Company to the Issuer in an aggregate principal amount not exceeding $185,000,000 to refinance (i) a term loan in the original principal amount of $153,499,995.00 made on June 7, 1991 by Stanley Works Funding Corporation to Statx Xxxxxt Bank and Trust Company, as trustee of The Stanley Works Savings and Retirement Trust, and (xx) x term loan in the original principal amount of $26,499,973.50 made on June 7, 1991 by Stanley Works Funding Corporation to State Street Xxxx and Trust Company, as trustee of The Stanley Works Savings Trust for Hourly Paxx Xxxloyees, the Issuer has not incurred any outstanding Indebtedness and, as of the date of Closing, will not have incurred any outstanding Indebtedness other than the Indebtedness represented by the Notes. The ESOP and the Issuer have been established by the Company for a valid corporate purpose. All ESOP Documents are legal, valid, binding and enforceable obligations of the respective parties thereto. (e) The sale of the Notes by the Issuer, and the execution, delivery and performance by the Issuer of this Agreement, the Other Agreements and the Notes are within ...
Sample 1
The ESOP. (a) Since its establishment by First Deposit, through and including the Closing Date, the ESOP and its related trust have continuously met, and will meet without exception as of the Closing Date, all applicable requirements of qualification and exemption from taxation under Sections 401(a) and 501(a) of the Internal Revenue Code, respectively, the breach or violation of which are reasonably likely to have, individually or in the aggregate, a First Deposit Material Adverse Effect. Since its establishment by First Deposit, through and including the Closing Date, the ESOP and its related trust have continuously complied with all of the requirements of Section 4975 of the Internal Revenue Code and of ERISA. (b) The ESOP constitutes an "employee stock ownership plan," as defined in Section 4975(e)(7) of the Internal Revenue Code and the Treasury Regulations promulgated thereunder, and as defined in Section 407(d)(6)
Sample 1
The ESOP. Subject to Paragraph 8 hereof with respect to the retention in the Settlement Fund of the amounts deposited therein, and in any event only after the Judgment is Final, amounts in the Settlement Fund shall be disbursed to the ESOP to be allocated by the ESOP in accordance with the Plan of Allocation.
Sample 1

Related to The 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).

  • Deferred Compensation Upon the consummation of the Initial Business Combination, the Company will cause the Trustee to pay to the Representative, on behalf of the Underwriters, the Deferred Discount. Payment of the Deferred Discount will be made out of the proceeds of the Offering held in the Trust Account. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its Initial Business Combination within the time period prescribed in the Amended and Restated Certificate of Incorporation, the Deferred Discount will not be paid to the Representative and will, instead, be included in the liquidation distribution of the proceeds held in the Trust Account made to the Public Stockholders. In connection with any such liquidation distribution, the Underwriters will forfeit any rights or claims to the Deferred Discount.

  • Deferral Plan The deferral portion of the plan shall involve an employee spreading four (4) years' salary over a five (5) year period, or such other schedule as may be mutually agreed between the employee and the Hospital. In the case of the four (4) years' salary over a five (5) year schedule, during the four (4) years of salary deferral, 20% of the employee's gross annual earnings will be deducted and held for the employee. Such deferred salary will not be accessible to the employee until the year of the leave or upon the collapse of the plan. In the case of another mutually agreed upon deferral schedule, the percentage of salary deferred shall be adjusted appropriately.

  • Nonqualified Deferred Compensation (a) It is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. (b) Neither Company nor Executive shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any manner which would not be in compliance with Section 409A of the Code (including any transition or grandfather rules thereunder). (c) Because Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, any payments to be made or benefits to be delivered in connection with Executive’s “Separation from Service” (as determined for purposes of Section 409A of the Code) that constitute deferred compensation subject to Section 409A of the Code shall not be made until the earlier of (i) Executive’s death or (ii) six months after Executive’s Separation from Service (the “409A Deferral Period”) as required by Section 409A of the Code. Payments otherwise due to be made in installments or periodically during the 409A Deferral Period (“Delayed Payments”) shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled. Any such benefits subject to the rule may be provided under the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. Any Delayed Payments shall bear interest at the United States 5-year Treasury Rate plus 2%, which accumulated interest shall be paid to Executive as soon as the 409A Deferral Period ends. (d) For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. (e) Notwithstanding any other provision of this Agreement, neither Company nor its subsidiaries or affiliates shall be liable to Executive if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A of the Code otherwise fails to comply with, or be exempt from, the requirements of Section 409A of the Code.

  • Deferred Compensation Plan Manager shall be eligible to participate in the First Mid-Illinois Bancshares, Inc. Deferred Compensation Plan in accordance with the terms and conditions of such Plan.

  • Deferred Compensation Plans Employees are to be included in the State of California, Department of Personnel Administration's, 401(k) and 457 Deferred Compensation Programs. Eligible employees under IRS Code Section 403(b) will be eligible to participate in the 403(b) Plan.

  • 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.

  • Plan The Award and all rights of the Participant under this Agreement are subject to the terms and conditions of the provisions of the Plan, incorporated herein by reference. The Participant agrees to be bound by the terms of the Plan and this Agreement. The Participant acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Agreement. Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

  • Rollover □ Rollover of a withdrawal from another Traditional IRA or of an eligible rollover distribution from an employer qualified plan, 403(b) arrangement or eligible 457 plan. Check enclosed in the amount of $ . [If this rollover contribution constitutes all or part of either a withdrawal from another Traditional IRA or an eligible rollover distribution from an employer qualified plan or 403(b) arrangement, and if it includes any after-tax (or nondeductible) contributions to such other Traditional IRA or employer qualified plan or 403(b) arrangement, indicate the amount of after-tax contributions included in this rollover contribution: $ .]

  • Deferred Compensation Account The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.