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 8.6.4(a).

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.

Examples of ESOP Amendment in a sentence

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).
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.
Pursuant to the termination of the ESOP by the ESOP Amendment, within 120 days after the Closing, the Seller shall file an application with the IRS for a determination for terminating plan (Form 5310) requesting a favorable determination letter to the effect that the termination of the ESOP shall not affect the qualified and tax-exempt status of the ESOP under the Code.
The ESOP Amendment shall further provide for full distribution of plan benefits in one or more payments as Seller, in consultation with the ESOP Trustee, may determine, with such distributions being completed as provided in Section 8.6.4(c).
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 the accounts of all participants in the ESOP shall become fully vested upon termination of the ESOP, and that each share of Company Common Stock held in the ESOP shall be converted into the right to receive, without interest, the Merger Consideration.
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.
The Company will provide Buyer with a draft of the Seller ESOP Amendment and any communications to Seller ESOP Plan participants regarding the termination of the Seller ESOP Plan and/or the transactions contemplated by this Agreement at least five (5) Business Days prior to its adoption or distribution for Buyer’s review (not to be unreasonably withheld, conditioned or delayed) and will provide, no later than the Closing Date, a copy of the executed version of the Seller ESOP Amendment.
If IRS Approval cannot be obtained without modification of the ESOP Amendment, no distribution shall be made from the ESOP until such modifications are made to the ESOP Amendment as may be required by the IRS in order to obtain the IRS Approval.
The ESOP Financial Advisor shall have issued the ESOP Fairness Opinion, the ESOP Fiduciary shall have made and certified the ESOP Determination, and the Company shall have properly adopted and executed the ESOP Amendment.

More Definitions of ESOP Amendment

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.

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.

ESOP Amendment is defined in Section 9.10(a).

ESOP Amendment shall have the meaning given to such term in Section 6.13(b).

ESOP Amendment has the meaning assigned to such term in Section 5.1(b)(vi).

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.