Common use of Benefit Plans Clause in Contracts

Benefit Plans. During the Relevant Period, the Credit Union shall take all necessary action to ensure that the Benefit Plans of the Credit Union and its Affiliates comply in all respects with, and shall take all other actions necessary to comply with, Section 111 of EESA as implemented by the Compensation Regulations, and neither the Credit Union nor any of its Affiliates shall adopt any new Benefit Plan (x) that does not comply therewith or (y) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject to any relevant Compensation Regulations adopted, issued or released on or after the date any such Benefit Plan is adopted. To the extent that EESA and/or the Compensation Regulations are amended or otherwise change during the Relevant Period in a manner that requires changes to then- existing Benefit Plans, or that requires other actions, the Credit Union and its Affiliates shall effect such changes to its or their Benefit Plans, and take such other actions, as promptly as practicable after it has actual knowledge of such amendments or changes in order to be in compliance with this Section 4.1(e) (and shall be deemed to be in compliance for a reasonable period to effect such changes). In addition, the Credit Union and its Affiliates shall take all necessary action, other than to the extent prohibited by applicable law or regulation applicable outside of the United States, to ensure that the consummation of the transactions contemplated by this Agreement will not accelerate the vesting, payment or distribution of any deferred cash awards or any nonqualified deferred compensation payable by the Credit Union or any of its Affiliates.

Appears in 36 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement

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Benefit Plans. During the Relevant Period, the Credit Union Company shall take all necessary action to ensure that the Benefit Plans of the Credit Union Company and its Affiliates comply in all respects with, and shall take all other actions necessary to comply with, Section 111 of EESA the EESA, as implemented by the Compensation Regulations, and neither the Credit Union Company nor any of its Affiliates Affiliate shall adopt any new Benefit Plan (xi) that does not comply therewith or (yii) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject to any relevant Compensation Regulations adopted, issued or released on or after the date any such Benefit Plan is adopted. To the extent that EESA and/or the Compensation Regulations are amended or otherwise change during the Relevant Period in a manner that requires changes to then- then-existing Benefit Plans, or that requires other actions, the Credit Union Company and its Affiliates shall effect such changes to its or their Benefit Plans, and take such other actions, as promptly as practicable after it has actual knowledge of such amendments or changes in order to be in compliance with this Section 4.1(e4.5(a) (and shall be deemed to be in compliance for a reasonable period to effect such changes). In addition, the Credit Union Company and its Affiliates shall take all necessary action, other than to the extent prohibited by applicable law or regulation applicable outside of the United States, to ensure that the consummation of the transactions contemplated by this Agreement will not accelerate the vesting, payment or distribution of any equity-based awards, deferred cash awards or any nonqualified deferred compensation payable by the Credit Union Company or any of its Affiliates.

Appears in 18 contracts

Samples: Exchange Agreement, Securities Purchase Agreement (Monarch Community Bancorp Inc), Exchange Agreement (First Security Group Inc/Tn)

Benefit Plans. During the Relevant Period, the Credit Union Company shall take all necessary action to ensure that the Benefit Plans of the Credit Union Company and its Affiliates comply in all respects with, and shall take all other actions necessary to comply with, Section 111 of EESA as implemented by the Compensation Regulations, and neither the Credit Union Company nor any of its Affiliates shall adopt any new Benefit Plan (x) that does not comply therewith or (y) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject to any relevant Compensation Regulations adopted, issued or released on or after the date any such Benefit Plan is adopted. To the extent that EESA and/or the Compensation Regulations are amended or otherwise change during the Relevant Period in a manner that requires changes to then- then-existing Benefit Plans, or that requires other actions, the Credit Union Company and its Affiliates shall effect such changes to its or their Benefit Plans, and take such other actions, as promptly as practicable after it has actual knowledge of such amendments or changes in order to be in compliance with this Section 4.1(e) (and shall be deemed to be in compliance for a reasonable period to effect such changes). In addition, the Credit Union Company and its Affiliates shall take all necessary action, other than to the extent prohibited by applicable law or regulation applicable outside of the United States, to ensure that the consummation of the transactions contemplated by this Agreement will not accelerate the vesting, payment or distribution of any equity-based awards, deferred cash awards or any nonqualified deferred compensation payable by the Credit Union Company or any of its Affiliates.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Security Federal Corp), Letter Agreement, Letter Agreement (Citizens Bancshares Corp /Ga/)

Benefit Plans. During the Relevant Period, the Credit Union Company shall take all necessary action to ensure that the Benefit Plans of the Credit Union Company and its Affiliates comply in all respects with, and shall take all other actions necessary to comply with, Section 111 of EESA EESA, as implemented by the Compensation Regulations, and neither the Credit Union Company nor any of its Affiliates shall adopt any new Benefit Plan (x) that does not comply therewith or (y) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject to any relevant Compensation Regulations adopted, issued or released on or after the date any such Benefit Plan is adopted. To the extent that EESA and/or the Compensation Regulations are amended or otherwise change during the Relevant Period in a manner that requires changes to then- existing Benefit Plans, or that requires other actions, the Credit Union Company and its Affiliates shall effect such changes to its or their Benefit Plans, and take such other actions, as promptly as practicable after it has actual knowledge of such amendments or changes in order to be in compliance with this Section 4.1(e) (and shall be deemed to be in compliance for a reasonable period to effect such changes). In addition, the Credit Union Company and its Affiliates shall take all necessary action, other than to the extent prohibited by applicable law or regulation applicable outside of the United States, to ensure that the consummation of the transactions contemplated by this Agreement will not accelerate the vesting, payment or distribution of any equity-based awards, deferred cash awards or any nonqualified deferred compensation payable by the Credit Union Company or any of its Affiliates.

Appears in 7 contracts

Samples: Exchange Agreement, Exchange Agreement, Exchange Agreement

Benefit Plans. During the Relevant Period, the Credit Union Company shall take all necessary action to ensure that the Benefit Plans of the Credit Union Company and its Affiliates comply in all respects with, and shall take all other actions necessary to comply with, Section 111 of EESA as implemented by the Compensation Regulations, and neither the Credit Union Company nor any of its Affiliates shall adopt any new Benefit Plan (x) that does not comply therewith or (y) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject to any relevant Compensation Regulations adopted, issued or released on or after the date any such Benefit Plan is adopted. To the extent that EESA and/or the Compensation Regulations are amended or otherwise change during the Relevant Period in a manner that requires changes to then- existing Benefit Plans, or that requires other actions, the Credit Union Company and its Affiliates shall effect such changes to its or their Benefit Plans, and take such other actions, as promptly as practicable after it has actual knowledge of such amendments or changes in order to be in compliance with this Section 4.1(e4.1(f) (and shall be deemed to be in compliance for a reasonable period to effect such changes). In addition, the Credit Union Company and its Affiliates shall take all necessary action, other than to the extent prohibited by applicable law or regulation applicable outside of the United States, to ensure that the consummation of the transactions contemplated by this Agreement will not accelerate the vesting, payment or distribution of any deferred cash awards or any nonqualified deferred compensation payable by the Credit Union Company or any of its Affiliates.

Appears in 3 contracts

Samples: Letter Agreement, Securities Purchase Agreement, Securities Purchase Agreement

Benefit Plans. During the Relevant Period, the Credit Union Company shall take all necessary action to ensure that the Benefit Plans of the Credit Union Company and its Affiliates comply in all respects with, and shall take all other actions necessary to comply with, Section 111 of EESA the EESA, as implemented by the Compensation Regulations, and neither the Credit Union Company nor any of its Affiliates Affiliate shall adopt any new Benefit Plan (xi) that does not comply therewith or (yii) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject to any relevant Compensation Regulations adopted, issued or released on or after the date any such Benefit Plan is adopted. To the extent that EESA and/or the Compensation Regulations are amended or otherwise change during the Relevant Period in a manner that requires changes to then- then-existing Benefit Plans, or that requires other actions, the Credit Union Company and its Affiliates shall effect such changes to its or their Benefit Plans, and take such other actions, as promptly as practicable after it has actual knowledge of such amendments or changes in order to be in compliance with this Section 4.1(e4.6(a) (and shall be deemed to be in compliance for a reasonable period to effect such changes). In addition, the Credit Union Company and its Affiliates shall take all necessary action, other than to the extent prohibited by applicable law or regulation applicable outside of the United States, to ensure that the consummation of the transactions contemplated by this Agreement will not accelerate the vesting, payment or distribution of any equity-based awards, deferred cash awards or any nonqualified deferred compensation payable by the Credit Union Company or any of its Affiliates.

Appears in 3 contracts

Samples: Exchange Agreement (Broadway Financial Corp \De\), Exchange Agreement (Carver Bancorp Inc), Exchange Agreement

Benefit Plans. During the Relevant Period, the Credit Union Company shall take all necessary action to ensure that the Benefit Plans of the Credit Union Company and its Affiliates comply in all respects with, and shall take all other actions necessary to comply with, Section 111 of EESA the EESA, as implemented by the Compensation Regulations, taking into account Section 30.14 of the Compensation Regulations, and neither the Credit Union Company nor any of its Affiliates Affiliate shall adopt any new Benefit Plan (xi) that does not comply therewith or (yii) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject to any relevant Compensation Regulations adopted, issued or released on or after the date any such Benefit Plan is adopted. To the extent that EESA and/or the Compensation Regulations are amended or otherwise change during the Relevant Period in a manner that requires changes to then- then-existing Benefit Plans, or that requires other actions, the Credit Union Company and its Affiliates shall effect such changes to its or their Benefit Plans, and take such other actions, as promptly as practicable after it has actual knowledge of such amendments or changes in order to be in compliance with this Section 4.1(e4.5(a) (and shall be deemed to be in compliance for a reasonable period to effect such changes). In addition, the Credit Union Company and its Affiliates shall take all necessary action, other than to the extent prohibited by applicable law or regulation applicable outside of the United States, to ensure that the consummation of the transactions contemplated by this Agreement will not accelerate the vesting, payment or distribution of any equity-based awards, deferred cash awards or any nonqualified deferred compensation payable by the Credit Union Company or any of its Affiliates.

Appears in 2 contracts

Samples: Exchange Agreement, Exchange Agreement (Pacific Capital Bancorp /Ca/)

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Benefit Plans. During the Relevant Period, the Credit Union Company shall take all necessary action to ensure that the Benefit Plans of the Credit Union Company and its Affiliates comply in all respects with, and shall take all other actions necessary to comply with, Section 111 of EESA the EESA, as implemented by the Compensation Regulations, and neither the Credit Union Company nor any of its Affiliates Affiliate shall adopt any new Benefit Plan (xi) that does not comply therewith or (yii) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject to any relevant Compensation Regulations adopted, issued or released on or after the date any such Benefit Plan is adopted. To the extent that EESA and/or the Compensation Regulations are amended or otherwise change during the Relevant Period in a manner that requires changes to then- then-existing Benefit Plans, or that requires other actions, the Credit Union Company and its Affiliates shall effect such changes to its or their Benefit Plans, and take such other actions, as promptly as practicable after it has actual knowledge of such amendments or changes in order to be in compliance with this Section 4.1(e4.5(a) (and shall be deemed to be in compliance for a reasonable period to effect such changes). In addition, the Credit Union Company and its Affiliates shall take all necessary action, other than to the extent prohibited by applicable law or regulation applicable outside of the United States, to ensure that the consummation of the transactions contemplated by this Exchange Agreement will not accelerate the vesting, payment or distribution of any equity-based awards, deferred cash awards or any nonqualified deferred compensation payable by the Credit Union Company or any of its Affiliates.

Appears in 1 contract

Samples: Exchange Agreement (Midwest Banc Holdings Inc)

Benefit Plans. During the Relevant Period, the Credit Union Bank shall take all necessary action to ensure that the Benefit Plans of the Credit Union Bank and its Affiliates comply in all respects with, and shall take all other actions necessary to comply with, Section 111 of EESA as implemented by the Compensation Regulations, and neither the Credit Union Bank nor any of its Affiliates shall adopt any new Benefit Plan (x) that does not comply therewith or (y) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject to any relevant Compensation Regulations adopted, issued or released on or after the date any such Benefit Plan is adopted. To the extent that EESA and/or the Compensation Regulations are amended or otherwise change during the Relevant Period in a manner that requires changes to then- then-existing Benefit Plans, or that requires other actions, the Credit Union Bank and its Affiliates shall effect such changes to its or their Benefit Plans, and take such other actions, as promptly as practicable after it has actual knowledge of such amendments or changes in order to be in compliance with this Section 4.1(e) (and shall be deemed to be in compliance for a reasonable period to effect such changes). In addition, the Credit Union Bank and its Affiliates shall take all necessary action, other than to the extent prohibited by applicable law or regulation applicable outside of the United States, to ensure that the consummation of the transactions contemplated by this Agreement will not accelerate the vesting, payment or distribution of any deferred cash awards or any nonqualified deferred compensation payable by the Credit Union Bank or any of its Affiliates.

Appears in 1 contract

Samples: Letter Agreement

Benefit Plans. During the Relevant Period, the Credit Union Bank shall take all necessary action to ensure that the Benefit Plans of the Credit Union Bank and its Affiliates comply in all respects with, and shall take all other actions necessary to comply with, Section 111 of EESA EESA, as implemented by the Compensation Regulations, and neither the Credit Union Bank nor any of its Affiliates shall adopt any new Benefit Plan (x) that does not comply therewith or (y) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject to any relevant Compensation Regulations adopted, issued or released on or after the date any such Benefit Plan is adopted. To the extent that EESA and/or the Compensation Regulations are amended or otherwise change during the Relevant Period in a manner that requires changes to then- then-existing Benefit Plans, or that requires other actions, the Credit Union Bank and its Affiliates shall effect such changes to its or their Benefit Plans, and take such other actions, as promptly as practicable after it has actual knowledge of such amendments or changes in order to be in compliance with this Section 4.1(e) (and shall be deemed to be in compliance for a reasonable period to effect such changes). In addition, the Credit Union Bank and its Affiliates shall take all necessary action, other than to the extent prohibited by applicable law or regulation applicable outside of the United States, to ensure that the consummation of the transactions contemplated by this Agreement will not accelerate the vesting, payment or distribution of any equity- based awards, deferred cash awards or any nonqualified deferred compensation payable by the Credit Union Bank or any of its Affiliates.

Appears in 1 contract

Samples: Exchange Agreement

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