ESOP Purchase Agreement definition

ESOP Purchase Agreement has the meaning set forth in the Recitals hereof.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

ESOP Purchase Agreement means that certain ESOP Purchase Agreement, dated as of April 1, 2007, by and between Tribune and GreatBanc (on behalf of the ESOP Trust).

ESOP Purchase Agreement means the ESOP Purchase Agreement made April 1, 2007, between Borrower and GreatBanc Trust Company, as trustee of the ESOP Trust, a separate trust created under the ESOP, as the same may be amended, restated or otherwise modified from time to time.

Examples of ESOP Purchase Agreement in a sentence

• In respect of matters for which indemnification is provided both by the Sellers under this Agreement and the ESOP under the ESOP Purchase Agreement, the Purchaser simultaneously shall seek recovery against the Sellers and the ESOP with 84.5% claimed under this Agreement and 15.5% claimed under the ESOP Purchase Agreement.

• On or before the Closing Date, the ESOP Shares shall have been purchased by the Purchaser pursuant to the ESOP Purchase Agreement.

• Losses shall be first recoverable from the property held by the escrow agents pursuant to the Escrow Agreement and the escrow agreement executed by the ESOP pursuant to the ESOP Purchase Agreement (the "ESOP Escrow Agreement").

• Pursuant to the terms of the ESOP Purchase Agreement, on April 1, 2007, the Company sold 8,928,571 shares of Company Common Stock to the ESOP at a price of $28.00 per share.

• The foregoing descriptions of the ESOP Purchase Agreement, the ESOP Loan Agreement, the ESOP Note and the ESOP Pledge Agreement are qualified in their entirety by reference to the complete terms and conditions of the ESOP Purchase Agreement, the ESOP Loan Agreement, the ESOP Note and the ESOP Pledge Agreement, which are attached as Exhibits (d)(8), (d)(9), (d)(10) and (d)(11) to the Schedule TO, respectively, and incorporated herein by reference.

• The representations and warranties made by such Shareholder in Section 3(a)(i) and Section 3(a)(ii) of the ESOP Purchase Agreement to which such Shareholder is a party are true and correct in all material respects as of the date hereof with the same force and effect as though made on and as of the date hereof, and such representations and warranties are hereby confirmed to CECP and made as part of the Personal Representations and Warranties of such Shareholder hereunder as fully as if set forth herein.

• Except for this Agreement, a voting agreement in connection with the Merger, the Merger Agreement, the EGI Purchase Agreement and the ESOP Purchase Agreement, it has not entered into any other voting trust, buy-sell, shareholder or other agreement relating to the Shares, or any arrangement, understanding or restriction with respect to the voting of the Shares, and no proxy, power of attorney or other authorization has been granted relating to the Shares.

• These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of either our financial position or the results of operations that actually would have been attained had the repurchase of shares of Company Common Stock and related refinancings pursuant to the Tender Offer, and consummation of the Step One Purchase Transaction and the ESOP Purchase Agreement had been completed at the dates indicated, or that will be achieved in the future.

• The terms of these agreements included the following: • Pursuant to the ESOP Purchase Agreement, on April 1, 2007, the ESOP purchased from the Company 8,928,571 shares of Company Common Stock at a price of $28.00 per share.

• The ▇▇▇▇ Entity Purchase Agreement also provides that the Company will not amend, waive, or otherwise modify any provision of, or any of the rights and obligations under, the Merger Agreement, and that the Company will not amend, waive obligations under, or otherwise modify or terminate the exchange agreement providing for the Exchange or the ESOP Purchase Agreement.

More Definitions of ESOP Purchase Agreement

ESOP Purchase Agreement means the stock purchase agreement dated January 31, 1995 among the ESOP Trustee, the Borrower and the other persons signatory thereto.

ESOP Purchase Agreement means the Agreement for Repurchase of ESOP Stock, dated as of July 11, 1994, between the Company and the ESOP which evidences the obligation of the Company to repurchase 367,647 shares of Common Stock from the ESOP. "Exchange Act" shall mean the Securities ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, as amended, and the rules and regulations promulgated pursuant thereto. "Fully Diluted Outstanding Common Stock" shall mean at the time of the proposed issuance the number of issued shares actually outstanding (excluding any shares of the Company held by the Company as "treasury stock") at such time together with the number of shares of Common Stock which could be acquired at such time pursuant to all rights, options, warrants or convertible or exchangeable securities entitling the holders thereof to subscribe for or purchase or otherwise acquire shares of Common Stock as if such rights, options, warrants or convertible or exchangeable securities have been fully exercised or converted and the full amount of all Common Stock obtained in connection therewith has been obtained.