ESOP Loan. The ESOP Trustee hereby agrees to effect the repayment of the existing loan to the ESOP with funds to be generated by the sale of a portion of the Metals Stock to be received by the ESOP pursuant to this Agreement; such sale and repayment to be effected reasonably promptly after such shares may be sold publicly by the ESOP Trustee pursuant to Rule 144 under the Securities Act of 1933, as amended, or otherwise. The Company shall pay interest accruing on such loan until the loan is repaid as described above.
ESOP Loan. As soon as practicable after the date of this Agreement, but in no event later than five (5) Business Days prior to the Effective Time, Legacy shall cause the Legacy ESOP trustee to repay in full the outstanding indebtedness of the Legacy ESOP, subject to the terms of the Legacy ESOP, by delivering a sufficient number of unallocated shares of Legacy Common Stock to Legacy, subject to and in accordance with applicable law. No later than the occurrence of the Effective Time, all remaining shares of Legacy Common Stock held by the Legacy ESOP shall be converted into the right to receive the Merger Consideration. The Legacy ESOP account balances shall be distributed to Legacy ESOP participants after the receipt of a favorable determination letter from the IRS. Legacy and, following the Effective Time, BHLB, will adopt such amendments to the Legacy ESOP to effect the provisions of this Section 6.14.
ESOP Loan. If the ESOP fails to pay when due and payable or when declared due and payable, but subject to any requirement of prior notice or the expiration of any grace period set forth in the ESOP Loan Agreement, any amount payable under the ESOP Loan Agreement as a result of Borrower's failure to make contributions to the ESOP.
ESOP Loan. In no event later than five (5) Business Days prior to the Effective Time, Beacon Federal shall cause the Beacon Federal ESOP trustee to repay in full the outstanding indebtedness of the Beacon Federal ESOP, subject to the terms of the Beacon Federal ESOP, by delivering a sufficient number of unallocated shares of Beacon Federal Common Stock to Beacon Federal, subject to and in accordance with applicable law. Not later than the Effective Time, all remaining shares of Beacon Federal Common Stock held by the Beacon Federal ESOP as at the Effective Time shall be converted into the right to receive the Merger Consideration. The Beacon Federal ESOP account balances shall not be distributed to Beacon Federal ESOP participants unless the Beacon Federal ESOP has received a favorable determination letter from the IRS. Beacon Federal and, following the Effective Time, BHLB, will adopt such amendments to the Beacon Federal ESOP to effect the provisions of this Section 6.14. In the event that the Closing Date occurs prior to December 31, 2012, Beacon Federal may make a pro rata payment on the outstanding ESOP indebtedness of the amount accrued through the Closing Date, which accruals shall be made consistent with past practice.
ESOP Loan. 36 10.02 Use of ESOP Loan Proceeds ............................... 36 10.03
ESOP Loan. From and after the date of this Agreement ---------- through the Effective Time, First Kansas and/or the Bank shall make any further contributions to the First Kansas ESOP only in accordance with First Kansas's past practice. As of the Effective Time, the ESOP shall terminate in accordance with its terms, as in effect on the date of this Agreement.
ESOP Loan. In addition, one or more Restricted Payments may be made to SPC in a Net Amount (as defined below) not to exceed One Hundred and Twenty Million Dollars ($120,000,000) on (or within 60 days of) the Closing Date (the "ESOP Loan"), to effect the funding of the ESOP, so long as (i) no Event of Default or Potential Event of Default exists or would thereby be created and (ii) the Company shall have received net proceeds in an amount at least equal to $100,000,000 from the issuance of Senior Subordinated Notes issued in compliance with the terms of Section 7.1 (Indebtedness) above. (It is understood that, for purposes of this paragraph (b), "Net Amount" means the excess of the gross amount of the loan to SPC over the amount repaid by SPC on the date that the loan is made. Further, it is understood that the Company may loan a gross amount not to exceed $176,000,000 to SPC but, of that amount, SPC shall repay to the Company an amount equal to at least $58,000,000 on the same day as the loan is made.)
ESOP Loan. For purposes of this Article XI, an "ESOP Loan" means a loan made to the Trust by a party in interest (as that term is defined in Section 3(14) of ERISA) or a loan to the Trust which is guaranteed or otherwise secured by a party in interest and which, in either case, satisfies all of the requirements for an exempt loan under Section 408(b)(3) of ERISA and Section 4975(d)(3) of the Code and all applicable regulations thereunder (such statutes and regulations being collectively referred to herein as the "ESOP Rules").
ESOP Loan. Subject to the completion of the IPO, the Company will lend to the Trust, and the Trust will borrow from the Company, under this Agreement, the ESOP Loan Amount (the “ESOP Loan”). Repayment of the ESOP Loan shall be made in accordance with Sections 2.3 and 2.5 and may be made in accordance with Section 2.4. Whenever a payment is due on a Saturday, Sunday or legal holiday, such payment shall be made on the preceding business day.
ESOP Loan. Assuming the purchase of Series B Common Stock of the Borrower by the ESOP from the Principal Shareholders is for no more than "adequate consideration," as that term is defined in Section 3(18) of ERISA, and is in the best interests of participants and beneficiaries of the ESOP, neither the Recapitalization Transactions nor the transactions contemplated by the Loan Documents will constitute or result in a non-exempt prohibited transaction under Section 4975(c)(1) of the IRC or Section 406(a) of ERISA, and the ESOP Loan is an "exempt loan" within the meaning of Treas. Reg. Sections 54-4975-7(b).
