ESOP Amendment definition

ESOP Amendment has the meaning given to that term in Section 5.12 of this Agreement.
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ESOP Amendment is defined in Section 5.9(a).
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ESOP Amendment means an amendment to the ESOP, in form and substance reasonably satisfactory to Parent, adopted prior to the Closing Date, but effective in all respects as of the Effective Time, providing that, (i) the ESOP shall no longer be considered an “employee stock ownership plan” (as defined in Section 4975 of the Code), (ii) the ESOP shall be converted to a profit sharing plan and frozen as to both participation and benefit accruals and each ESOP Participant shall be fully vested in his or her benefits thereunder (to the extent not previously fully vested), (iii) the ESOP shall not permit distributions to ESOP Participants in the form of employer securities and (iv) the ESOP shall contain provisions for the prudent investment of cash assets consistent with applicable Law.
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Examples of ESOP Amendment in a sentence

  • The Company shall, effective as of the Closing Date, permanently discontinue contributions to and terminate the ESOP in accordance with the ESOP Amendment and permanently discontinue contributions to and terminate the SERP in accordance with Section 6.11.

  • The ESOP Amendment, in the form attached hereto as Schedule 6.11, shall provide that, as soon as administratively feasible following the Closing Date, the ESOP Trustee shall distribute up to 75% of the value of each ESOP participant’s account balance in a single cash lump sum (with or without participant consent), including accounts already in pay status (such value to be determined without regard to the possible adjustment in the value of amounts that are subject to the Escrow Agreement).

  • No. 77-12.) On August 10, Wood and Stoeckel sent a letter to all terminated employees informing them that Wawa had adopted the ESOP Amendment.

  • No. 77-20.) On September 11,Defendants effectuated the ESOP Amendment.

  • Wendt was the President and Chief Executive Officer of JELD-WEN and has been a member of the ESOP Administrative Committee from at least at the time of the 2010 ESOP Amendment.

  • The Company shall, as provided by Section 6.7, permanently discontinue contributions to and terminate the ESOP in accordance with the ESOP Amendment.

  • The ESOP Amendment shall provide that participants have the right to receive partial distributions of up to 50% of the account balances credited to the ESOP participants as of the Closing Date, taking into account the Merger Consideration received by the ESOP, as soon as administratively practicable after the Closing Date, with the remaining portion to be distributed as soon as administratively practicable after receipt by Parent of the ESOP Determination Letter.

  • Consequently, we propose that this issue be considered by Moldovan authorities, and that relevant legislation be amended in order to ensure full compliance with Article 18.

  • Neil Stuart was the Executive Vice President and Chief Financial Officer of JELD-WEN and has been a member of the ESOP Administrative Committee from at least at the time of the 2010 ESOP Amendment.

  • No. 77-20.) On September 11,2015, Defendants effectuated the ESOP Amendment.


More Definitions of ESOP Amendment

ESOP Amendment means an amendment to the ESOP, adopted prior to the Closing Date that is contingent upon and effective as of the Closing, to: (a) terminate the ESOP and immediately discontinue contributions thereunder; (b) cause eligibility and participation in the ESOP to be frozen as of the Closing Date; (c) cause the ESOP to no longer be considered an “employee stock ownership plan” (as defined in Section 4975 of the Code); (d) cause all ESOP participants to be fully vested in their ESOP accounts; (e) provide for the distribution, as soon as practicable following the Closing Date, of up to 90% of the value of each ESOP participant’s account balance in a single cash lump sum; and (f) provide that, as soon as administratively practicable after receipt of a favorable determination by the Internal Revenue Service as to the continued qualified status of the ESOP upon its termination, the remaining funds in the ESOP shall be distributed to its participants.
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ESOP Amendment has the meaning assigned to such term in Section 5.1(b)(vi).
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ESOP Amendment means an amendment to the Plan effective as of the Closing Date providing that (a) the Plan no longer is required to be invested in Company Shares and that the benefits are not required to be distributed in the form of Company Shares; (b) the Plan shall no longer be considered an “employee stock ownership plan” (as defined in Section 4975 of the Code); (c) no employees may become participants or accrue benefits in the Plan on or after the Closing Date; (d) all ESOP participant account balances shall be fully vested as of the Closing Date; (e) any Earn-Out Payment received by the ESOP Trust will be allocated to the ESOP participants on the same basis as the Purchase Price, and (f) the ESOP (shall be converted into a defined contribution plan effective as of the Closing Date, and otherwise in form and substance reasonably satisfactory to the Buyer and the Company and the ESOP Trustee.
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ESOP Amendment means an amendment to the ESOP adopted on or prior to the Closing Date, and contingent upon and effective as of the Closing, providing that (a) the ESOP shall no longer be considered an “employee stock ownership plan” (as defined in Section 4975 of the Code), (b) the ESOP shall be (i) converted to a profit sharing plan, (ii) frozen as to participation and additional contributions, and (iii) terminated effective immediately after all distributions due to the Seller from the Escrow Funds and the Earn-Out Payment, if any, have been made, (c) on and after Closing and until the funds held in the ESOP are fully distributed to its participants pursuant to the termination and liquidation of the ESOP, the ESOP shall allow for in-service distributions of up to ninety percent (90%) of the funds held in each participant’s account immediately after the Closing and all distributions shall be distributed only in cash, and (d) upon its termination, as soon as administratively practicable after ESOP’s trust receipt by the Company of a favorable determination by the Internal Revenue Service as to the continued qualified status of the ESOP upon its termination, the remaining funds in the ESOP shall be distributed to its participants.
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ESOP Amendment shall have the meaning given to such term in Section 6.13(b).
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Related to ESOP Amendment

  • ESG Amendment has the meaning specified in Section 2.18.

  • Addendum / Amendment means any written amendment / addendum /corrigendum to this RFP, from time to time issued by NMRC to the prospective bidders

  • Major Amendment means any change which is not a minor amendment.

  • Order Amendment means Our Authorised Order Amendment or series of Order Amendments, each Order Amendment having precedence over any earlier Order Amendment.

  • Extension Amendment has the meaning set forth in Section 2.16(d).

  • Restatement Agreement has the meaning set forth in the introductory statement of this Agreement.

  • Amendment means a written agreement, signed by the Parties, which documents changes to the Contract other than those permitted by Work Orders.

  • Amendment and Restatement Agreement means the Amendment and Restatement Agreement, dated as of January 29, 2016, among the Borrowers, the Lenders party thereto and the Administrative Agent.

  • Restricted Amendment means the following: (A) an amendment of Specification 1, (B) except to the extent addressed in Section 2.10 hereof, an amendment that specifies the price charged by Registry Operator to registrars for domain name registrations, (C) an amendment to the definition of Registry Services as set forth in the first paragraph of Section 2.1 of Specification 6, or (D) an amendment to the length of the Term.

  • Incremental Facility Amendment has the meaning specified in Section 2.14(d).

  • Tariff Amendment means an amendment made by XXXXX, from time to time, to the tariff applicable to this Licence, on notice to the Licensee.

  • Permitted Policy Amendment is an amendment, modification, termination or restatement of the Investment Policies, that is either (a) approved in writing by the Administrative Agent (with the consent of the Required Lenders), (b) required by applicable law or Governmental Authority, or (c) not material.

  • Amendment Agreement shall have the meaning assigned to such term in the recitals hereto.

  • L/C Amendment Application means an application form for amendment of outstanding Letters of Credit as shall at any time be in use at the Issuing Bank, as the Issuing Bank shall request.

  • Qualifying Amendment means an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in the Company Recommendation, (ii) a statement of the reasons of the Board of Directors of the Company for making such Change in the Company Recommendation and (iii) additional information reasonably related to the foregoing.

  • Incremental Term Loan Amendment has the meaning assigned to such term in Section 2.20.

  • Amendment No. 1 Effective Date has the meaning specified in Amendment No. 1.

  • Amendment No. 2 Effective Date has the meaning specified in Amendment No. 2.

  • Permitted Amendment means, with respect to any Shared-Loss Loan Commitment or Shared-Loss Loan, any amendment, modification, renewal or extension thereof, or any waiver of any term, right, or remedy thereunder, made by the Assuming Bank in good faith and otherwise in accordance with the applicable requirements set forth in Article III of this Commercial Shared-Loss Agreement and the then effective written internal credit policy guidelines of the Assuming Bank; provided, that:

  • Amendment No. 5 Effective Date has the meaning set forth in Amendment No. 5.

  • Corrective Extension Amendment has the meaning specified in Section 2.16(6).

  • Amendment and Restatement Effective Date means June 28, 2018, the date the amendments and restatements to the Plan of May 7, 2018 are subject to approval by the Company’s stockholders at the Company’s 2018 Annual Meeting.

  • Amendment No. 8 Effective Date has the meaning assigned to such term in Amendment No. 8.

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

  • Amendment No. 7 Effective Date has the meaning assigned to such term in Amendment No. 7.

  • First Amendment means that certain First Amendment to Credit Agreement, dated as of February 27, 2017, among the Loan Parties, the Administrative Agent and the Lenders party thereto.