ESOP Transaction Sample Clauses

ESOP Transaction. Any claim of whatever nature against the Bank arising from the administration of the ESOP or the Trust or any assets thereof, or relating in any manner to this Agreement, any other Loan Document, the Loan or the ESOP Transaction, asserted by any participant or beneficiary of the ESOP or the Trust or by any shareholder of the Borrower, which loss or expense under this paragraph (f) occurs after a judicial determination or governmental directive, provided that, in the case of this paragraph (f), the Bank shall be indemnified for costs and attorneys’ fees incurred by the Bank prior to and irrespective of the occurrence of such judicial determination or governmental directive; provided that the Borrower shall have no obligation to indemnify an Indemnified Party hereunder in respect of the foregoing to the extent the same shall arise directly from the gross negligence or willful misconduct of such Indemnified Party. The obligations of the Borrower under this Section shall survive, and shall continue to be enforceable notwithstanding, the termination of this Agreement and the payment in full or cancellation of the Obligations.
Sample 1
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ESOP Transaction. Prior to the Closing, you shall have received true ---------------- and correct copies of the Plan Documents and all other documents having the legal effect of governing the terms or administration of the ESOP; all the terms and provisions thereof shall be satisfactory to you in form and substance (including schedules and exhibits thereto); all such agreements, documents and instruments shall be in full force and effect and no term or condition thereof shall have been amended, modified or waived except with your prior consent; the Trustee shall have made appropriate determinations satisfactory to you establishing that neither the sale of the Notes to you nor the purchase of the Employer Capital Stock as contemplated by the Stock Purchase Agreement nor the consummation of the transactions contemplated by this Agreement is or will constitute a "prohibited transaction" as such term is defined in section 406 of ERISA or section 4975 of the Code for which there is no exemption; and the purchase of Employer Capital Stock in the ESOP Transaction shall be duly and validly consummated concurrently with the Closing hereunder. Except as affected by the transactions contemplated hereby, all conditions precedent to the consummation of the transactions contemplated by the Plan Documents shall have occurred, all governmental authorizations, consents, approvals, exemptions or other actions required in connection with such transactions shall have been duly received or taken (except for the determination letter from the Internal Revenue Service described in paragraph 5G and the registrations and filings referred to in paragraph 10L) and such transactions shall have been consummated substantially in accordance with the terms of such documents. All material matters relating to the ESOP, including, without limitation, the amount and the deductibility of contributions by the Company to the ESOP, the use and sufficiency of such contributions to pay the Notes and the excludibility of 50% of the interest paid by the ESOP on the Notes from your Federal Gross Income, shall be satisfactory to you.
Sample 1
ESOP Transaction. The members of Tenant may exchange their membership interests in Tenant for stock in a new holding corporation ("NewCo"), as long as NewCo will own at least fifty percent (50%) of the ownership interest in Tenant. The stockholders of NewCo may then sell their shares to a newly formed employee stock ownership plan ("ESOP"), which ESOP will then become the sole shareholder of NewCo. The foregoing transaction is herein referred to as the “ESOP Transaction.” At the time of the ESOP Transaction, NewCo will join in the Guaranty as an additional Guarantor. NewCo will be required to perform full financial audits annually and provide the results of such audit to Landlord. Once the EBITARM of NewCo, after deduction of all debt and other obligations of both Newco and the ESOP (including without limitation any debt incurred by the ESOP in connection with the ESOP Transaction) is at least 1.40 times the Rent (the “ESOP Coverage Requirement”) for three (3) full calendar years (the “Test Period”), and provided either (a) Tenant has met the Coverage Ratio for the same Test Period, or (b) Tenant provides Landlord a letter of credit for one (1) full year’s Minimum Rent and Impositions meeting the requirements of Section 20.3 above (the “ESOP Letter of Credit”), which ESOP Letter of Credit shall be replaced at least thirty (30) days prior to each annual increase in Minimum Rent with a new ESOP Letter of Credit in an amount equal to the increased Minimum Rent for the forthcoming year plus the Impositions for the last full calendar year prior to the date of the new ESOP Letter of Credit, Landlord shall release the Guarantors from the Guaranty. Provided that no Event of Default or event that with the giving of notice or passage of time would became an Event of Default then exists, Landlord shall release the ESOP Letter of Credit at such time as the Tenant thereafter meets the ESOP Coverage Requirement for the Test Period (which shall be tested going forward from the date the ESOP Letter of Credit is initially posted). Notwithstanding the foregoing, in the event the ESOP Transaction would involve a pledge of the assets of Tenant to secure debt or make Tenant a co-signatory on any debt in connection with the ESOP Transaction, the same shall be subject to the reasonable approval of Landlord.
Sample 1

Related to ESOP Transaction

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Exempt Transaction Subject to the accuracy of the Warrantholder’s representations in Section 10, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Alternative Transaction In the event that, in lieu of the Arrangement, the Purchaser seeks to complete the acquisition of the Company Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation to the Shareholder, on an after-tax basis, are at least equivalent to or better than those contemplated by the Arrangement Agreement taking into account the Intended Tax Treatment, (b) would not likely result in a delay or time to completion beyond the Voting Support Outside Date, and (c) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (including any take-over bid) any such transaction, an “Alternative Transaction”), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, support the completion of such Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (A) depositing or causing the deposit of its Subject Shares (including any Company Shares issued or issuable upon the exercise, conversion or vesting, as applicable, of any Company Options, Company Compensation Options or Company RSUs) into an Alternative Transaction conducted by way of a take-over bid made by the Purchaser or an affiliate of Purchaser and not withdrawing them; and/or (B) voting or causing to be voted all of the Subject Shares (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by the Purchaser, provided however that the Shareholder shall not be required to exercise, convert or exchange any Subject Shares (other than Company Shares) in connection with an Alternative Transaction.

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4:

  • Merger Transaction Section 2.1

  • Transaction (1) The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing any errors of fact, of law and/or of calculation.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Alternative Transactions As of the date hereof, the Company is not pursuing, or in discussions or negotiations regarding, any solicitation, offer, or proposal from any Person concerning any actual or proposed Alternative Transaction and, as applicable, has terminated any existing discussions or negotiations regarding any actual or proposed Alternative Transaction.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

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