TARP Sample Clauses

TARP. From and after the date hereof and until such time as all amounts under the UST Credit Facilities have been paid in full, forgiven or otherwise extinguished or such longer period as may be required by Law, subject to any applicable Order of the Bankruptcy Court, each of Sellers and Purchaser shall, and shall cause each of their respective Subsidiaries to, take all necessary action to ensure that it complies in all material respects with TARP or any enhanced restrictions on executive compensation agreed to by Sellers and Sponsor prior to the Closing.
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TARP. Notwithstanding anything in this Agreement or in any compensation plan, program or arrangement maintained by the Company which covers Executive or to which Executive is a party or in which Executive participates, as of the date hereof, or which may become applicable to Executive hereinafter (collectively, the “Compensation Arrangements”), each provision of this Agreement and the Compensation Arrangements is amended and any amounts payable hereunder and thereunder are hereby amended and modified with respect to Executive, if and to the extent necessary, for the Company to comply with any requirements of the Emergency Economic Stabilization Act of 2008 (“EESA”) and/or the TARP Capital Purchase Program (“CPP”) (and the guidance or regulations issued thereunder by the United States Treasury Department at 31 CFR Part 30, effective October 20, 2008 (the “CPP Guidance”) which may become applicable to the Company, including, but not limited to, provisions prohibiting the Company from making any “golden parachute payments,” providing the Company may recover (“clawback”) bonus and incentive compensation in certain circumstances, and precluding bonus and incentive arrangements that encourage unnecessary or excessive risks that threaten the value of the Company, in each case within the meaning of EESA and the CPP Guidance and only to the extent applicable to the Company and Executive. For purposes of this Section 12.2, references to “Company” means MB Financial, Inc. and any entities treated as a single employer with MB Financial, Inc. under the CPP Guidance. Executive hereby agrees to execute such documents, agreements or waivers as the Company deems necessary or appropriate to effect such amendments to this Agreement or the Compensation Arrangements or to facilitate the participation of the Company in the TARP Capital Purchase Program or any other programs under EESA. The application of this Section 12.2 is intended to, and shall be interpreted, administered and construed to, comply with Section 111 of EESA and the CPP Guidance and, to the maximum extent consistent with this Section 12.2 and such statute and regulations, to permit the operation of this Agreement and the Compensation Arrangements in accordance with their terms before giving effect to the provisions of this Section 12.2, EESA and the CPP Guidance.
TARP. Notwithstanding any provision of this Agreement to the contrary, if the Bank is, as a result of its or any Affiliate’s participation in TARP, prohibited from paying or providing to Executive any of the benefits described herein, Executive shall have no further right to receive, and shall forever waive and discharge any claim against the Employer or any respective directors, officers, employees, and agents with respect to, any such benefits, and Executive shall not be entitled to any other compensation or benefit in lieu thereof. Further, to the extent Executive is or becomes subject to the “claw-back” provisions of Section 111(b)(3)(B) of the EESA as a result of the Bank’s or any Affiliate’s participation in TARP, Executive shall repay to the Bank, within 15 business days of notification in writing that such amounts are required to be repaid pursuant to such claw-back provisions, any amounts of incentive compensation paid to Executive if it is later determined that such payments were based on materially inaccurate financial statements or performance metrics, or such claw-back is otherwise required by the Treasury pursuant to its authority under TARP. If the Bank notifies Executive in writing that benefits received by Executive hereunder are in violation of the EESA, Executive shall repay the aggregate amount of such payments to the Bank no later than 15 business days following Executive’s receipt of such notice. If Executive does not repay any such amounts within such 15-day periods, Executive shall be liable for any costs incurred by the Bank, including reasonable legal fees, in pursuing repayment of any such amounts.
TARP. Holdco shall have purchased from Treasury, and shall beneficially own all right, title and interest in, all of the issued and outstanding shares of the Series B Preferred Stock for an aggregate cash purchase price equal to the sum of (i) the aggregate Liquidation Amount (as defined in the Company Articles) of the Series B Preferred Stock and (ii) the amount of any accrued and unpaid dividends with respect to the Series B Preferred Stock to, but excluding, the Closing Date.
TARP. The TARP Purchase shall have occurred at least five (5) business days prior to the Closing Date.
TARP. The TARP Purchase shall have occurred.
TARP. Notwithstanding anything herein to the contrary, this Agreement and the Award awarded hereunder constitutes a “Compensation Arrangement” within the meaning of the Letter Agreement between the Company and Grantee entered into a connection with the Company’s participation in the TARP Capital Purchase Program (“TARP”) and as such, Grantee’s rights under this Agreement and the Award shall be subject to such limitations and restrictions as may be necessary to comply with any requirements of the Emergency Economic Stabilization Act of 2008 (“EESA”) and/or TARP and any rules, regulations or guidance thereunder, as provided in such Letter Agreement.
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TARP. During the TARP Period, the provisions of Exhibit B to this Agreement shall control; in the event of conflict between Exhibit B and the remainder of this Agreement during the TARP Period, the provisions of Exhibit B shall prevail.
TARP. Notwithstanding any provision of this Section 2 to the contrary, if the Employer is, as a result of its (or any of its Affiliates (as defined in Section 3)) participation in the U.S. Department of the Treasury’s Troubled Asset Relief Program/Capital Purchase Program (“TARP”), prohibited from paying or providing to Executive any of the incentive compensation or other benefits described in this Section 2, Executive shall have no further right to receive, and shall forever waive and discharge any claim against the Employer or any of its directors, officers, employees and agents with respect to, any such incentive compensation or other benefits, nor shall Executive be entitled to any other compensation or benefit in lieu thereof. Further, to the extent Executive is or becomes subject to the “clawback” provisions of Section 111(b)(3)(B) of the Emergency Economic Stabilization Act of 2008, as amended (“EESA”), as a result of the Employer’s (or any of its Affiliates) participation in TARP, as a condition to receiving any incentive compensation under this Agreement, Executive agrees to repay to the Employer, within 15 business days of notification in writing that such amounts are subject to clawback, any amounts paid to him if it is later determined that such payments were based on materially inaccurate financial statements or performance metrics, or such clawback is otherwise required by the U.S. Department of the Treasury (“Treasury”) pursuant to its authority under TARP. If Executive does not repay any such amounts within such 15-day period, Executive shall be liable for any costs incurred by the Employer, including reasonable legal fees, in pursuing repayment of any amounts subject to clawback.
TARP. Notwithstanding any provision of this Agreement to the contrary, if any applicable provision of EESA (as defined in Section 2(h)) or any of the compensation limitations or prohibitions applicable to TARP (as defined in Section 2(h)) recipients (collectively, the “EESA Restrictions”) should limit or prohibit the payment to Executive of any amounts under this Section 4, Executive hereby agrees to forever waive and discharge any claim against Employer or any of its directors, officers, employees and agents for any changes to Executive’s compensation or benefits, including but not limited to the limitation or complete prohibition of any severance amounts described in this Section 4, that are required in order to comply with the EESA Restrictions. Executive further acknowledges and agrees that, if Employer notifies Executive in writing that payments received by Executive are in violation of the EESA Restrictions, Executive shall repay the aggregate amount of such payments to Employer no later than 15 business days following Executive’s receipt of such notice. If Executive does not repay any such amounts within such 15- day period, Executive shall be liable for any costs incurred by Employer, including reasonable legal fees, in pursuing repayment of any amounts subject to clawback.
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