Common use of ESOP Termination Clause in Contracts

ESOP Termination. (a) MFFC shall use reasonable efforts to terminate the ESOP and shall file an Application for Determination with the IRS regarding tax qualification upon termination. All amounts accrued on the financial statements of MFFC as ESOP expense through the end of the month immediately before the month of the CLOSING shall be contributed by MFSB ▇▇ the ESOP Trustee and shall be paid by the ESOP Trustee to MFFC to reduce the outstanding balance of the ESOP LOAN, after which an appropriate number of MFFC common shares shall be allocated as promptly as possible by the ESOP Trustee to the accounts of ESOP participants (as defined in the ESOP) in accordance with the allocation provisions of the ESOP contained in Sections 3.01 and 3.02 and applicable law; provided, however, that any such contribution shall be deductible by MFFC and MFSB ▇▇▇er Section 404 of the CODE and the allocations of such contribution shall otherwise be in compliance with Section 415 of the CODE. All common shares of MFFC held by the Trustee of the ESOP at the BFOH EFFECTIVE TIME shall be exchanged by the Trustee for the BFOH MERGER CONSIDERATION. The Trustee for the ESOP shall dispose of shares held in the suspense account of the ESOP for the purpose of retiring the ESOP LOAN. Any shares and other assets remaining in the suspense account following repayment of the ESOP LOAN in full shall be allocated as promptly as possible by the ESOP Trustee to participants (as defined in the ESOP) in accordance with the allocation provisions of the ESOP contained in Sections 3.01 and 3.02 and applicable law. It is the intent of the parties that the ESOP be terminated and distributions made concurrently with the BFOH EFFECTIVE TIME to the extent possible. (b) In the event that the IRS determines that the allocation of assets remaining in the suspense account following repayment of the ESOP LOAN in full is subject to the limits on annual additions pursuant to Section 415 of the CODE, then BFOH will make all reasonable efforts, to the extent permissible under applicable provisions of the CODE and related Treasury Regulations, to continue the ESOP trust through the last day of the ESOP plan year following the ESOP plan year during which the BFOH EFFECTIVE TIME occurs, solely for the benefit of those individuals who are participants in the ESOP immediately before the BFOH EFFECTIVE TIME, and to allocate such remaining assets to ESOP participants in accordance with the terms of the ESOP to the full extent permissible under Section 415 of the CODE between the BFOH EFFECTIVE TIME and the last day of the ESOP plan year following the ESOP plan year during which the BFOH EFFECTIVE TIME occurs. In the event that all assets held by the ESOP trust are allocated prior to the last day of the ESOP plan year during which the BFOH EFFECTIVE TIME occurs, the ESOP trust shall be immediately terminated and participants' ESOP accounts will be distributed as soon as practicable thereafter.

ESOP Termination. (a) MFFC Prior to the Effective Time, but after the receipt of the last to be obtained of either the requisite Company shareholder approval and the regulatory approvals required for the transactions contemplated by this Agreement and, subject to the occurrence of the Closing, the Company shall use reasonable efforts take action to terminate the ESOP and shall file an Application for Determination effective on the day prior to the Closing Date (the “ESOP Termination Date”). In connection with the IRS regarding tax qualification upon termination. All amounts accrued on the financial statements of MFFC as ESOP expense through the end termination of the month immediately before the month ESOP, (i) all plan accounts shall be fully vested and 100% non-forfeitable as of the CLOSING ESOP Termination Date, (ii) no new participants shall be contributed by MFSB ▇▇ admitted to the ESOP Trustee and on or after the ESOP Termination Date, (iii) all outstanding indebtedness of the ESOP shall be paid repaid by delivering a sufficient number of unallocated shares of Company Common Stock to the ESOP Trustee Company with a fair market value equal to MFFC such indebtedness, at least five (5) business days prior to reduce the outstanding Effective Time, (iv) the balance of the unallocated shares and any other unallocated assets remaining in the ESOP LOAN, after which an appropriate number repayment of MFFC common shares the ESOP loan shall be allocated as promptly as possible by the ESOP Trustee earnings to the accounts of the ESOP participants (based upon their respective account balances under the ESOP as defined in the ESOP) in accordance with the allocation provisions of the ESOP contained in Sections 3.01 and 3.02 and applicable law; providedTermination Date, however, that any such contribution shall be deductible by MFFC and MFSB ▇▇▇er Section 404 of the CODE and the allocations of such contribution shall otherwise be in compliance with Section 415 of the CODE. All common (v) all shares of MFFC Company Common Stock held by the Trustee of the ESOP at the BFOH EFFECTIVE TIME shall be exchanged by the Trustee for the BFOH MERGER CONSIDERATION. The Trustee for the ESOP shall dispose of shares held in the suspense account of the ESOP for the purpose of retiring the ESOP LOAN. Any shares and other assets remaining in the suspense account following repayment of the ESOP LOAN in full all outstanding indebtedness shall be allocated as promptly as possible by converted into the ESOP Trustee right to participants receive the Merger Consideration, and (as defined in vi) the ESOP) in accordance with the allocation provisions right to elect an in-service distribution of up to 75% of the value of ESOP contained in Sections 3.01 and 3.02 and applicable law. It is the intent of the parties that the ESOP accounts shall be terminated and distributions made concurrently with the BFOH EFFECTIVE TIME to the extent possible. (b) In the event that the IRS determines that the allocation of assets remaining in the suspense account following repayment of the ESOP LOAN in full is subject to the limits on annual additions pursuant to Section 415 of the CODE, then BFOH will make all reasonable efforts, to the extent permissible under applicable provisions of the CODE and related Treasury Regulations, to continue the ESOP trust through the last day of the ESOP plan year following the ESOP plan year during which the BFOH EFFECTIVE TIME occurs, solely for the benefit of those individuals who are participants in the ESOP immediately before the BFOH EFFECTIVE TIME, and to allocate such remaining assets provided to ESOP participants as soon as practicable after the Effective Time in accordance with the terms of the ESOP ESOP, but subject to the full extent permissible under Section 415 discretion of the CODE between the BFOH EFFECTIVE TIME and the last day administrator of the ESOP plan year following with respect to consideration of post-Closing adjustments and the application of a determination letter with respect to the termination of the ESOP. The Company will adopt such amendments to the ESOP plan year during which to effect the BFOH EFFECTIVE TIME occursprovisions of this Section 6.20(b). In Prior to the event Closing Date, the Company shall provide Parent with the final documentation evidencing that all assets held by the actions contemplated herein have been effectuated. Notwithstanding anything herein to the contrary, the Company shall continue to accrue and make contributions to the ESOP trust are allocated from the date of this Agreement through the ESOP Termination Date in an amount sufficient (but not to exceed) for the Trustee to make loan payments that become due in the ordinary course on the outstanding loan to the ESOP prior to the last day ESOP Termination Date and shall also make a contribution to the ESOP, prior to the ESOP Termination Date, to enable the Trustee to make a pro rata payment on the ESOP loan for any year in which the Closing occurs (if the Closing occurs prior to December 31) through and including the earlier of the ESOP plan year during end of the calendar month immediately preceding the month in which the BFOH EFFECTIVE TIME occurs, Closing occurs or the ESOP trust Termination Date. The Company shall provide Parent in advance with the form and substance of any applicable resolution or amendment under this Section 6.20(b) for Parent’s review and comment, which timely comments shall be immediately terminated and participants' ESOP accounts will be distributed as soon as practicable thereafterconsidered in good faith.