Assumption of Plan Sample Clauses

Assumption of Plan. It is the present intention of the Company permanently to maintain the Plan and continue to make contributions under Article III(A); provided, however, that subject to Article XI(E) -
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Assumption of Plan. Upon the Merger Effective Time, Parent shall assume the Equity Compensation Plan, provided that all references to “Company” in the Equity Compensation Plan and the documents governing the Converted Options after the Merger Effective Time will be deemed references to Parent and the number of shares of Class A Parent Common Stock available for awards under the Equity Compensation Plan shall be determined by multiplying the number of Units available for awards under the Equity Compensation Plan immediately before the Merger Effective Time by the Equity Award Exchange Ratio; provided that no further awards shall be granted under the Equity Compensation Plan following the Merger Effective Time.
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Assumption of Plan. X-1 B. Liquidation, or Temporary Continuation of Trust........................................... X-1 C. Termination of Trust...................................................................... X-2 D. Amendment................................................................................. X-2 ARTICLE XI - MISCELLANEOUS.................................................................................. XI-1 A. Persons Prohibited from Serving as Fiduciaries Etc........................................ XI-1 B. Information Required by ERISA............................................................. XI-1 C. Retention of Records for Six Years........................................................ XI-1 D. No Reversion.............................................................................. XI-1
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Assumption of Plan. Subject to Section 5.5, nothing herein shall prohibit the assumption of the obligations and liabilities of the Employer under the Plan by any successor entity. Adoption Agreement Section 7.1 shall be amended by adding the following at the conclusion thereof: Notwithstanding the foregoing, a Participant may elect a different distribution option with respect to each Plan Year’s Participant Deferral Credits and Employer Credits provided that such election is made prior to the beginning of the Plan Year. EXHIBIT C
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Assumption of Plan. Plan Options and Non-Plan Options. Upon consummation of the Merger, the Company's 2000 Incentive Compensation Plan shall be assumed by, and become the 2000 Incentive Compensation Plan, of the Holding Company. Each outstanding option to purchase common stock of the Company, whether vested or unvested, and whether a plan option or non-plan option, shall be assumed by the Holding Company. Accordingly, upon consummation of the Merger: (i) each option assumed by the Holding Company may be exercised solely for shares of Holding Company Common Stock; (ii) the number of shares of Holding Company Common Stock subject to each such assumed option shall be equal to the number of shares of Company Common Stock that were subject to such option immediately prior to the Effective Date; (iii) the per share exercise price for shares of Holding Company Common Stock issuable upon the exercise of each such assumed option shall be equal to the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Date; and (iv) the provisions of each such option shall otherwise remain unchanged.
Sample 1
Assumption of Plan. Speedway SuperAmerica LLC shall assume, as the new plan sponsor and administrator, the responsibilities of the operation, administration and funding of the Petroleum Marketing Retirement Plan (the “PMRP”). In connection with such assumption, Marathon represents and warrants that the PMRP is tax qualified under Section 401(a) of the Code and is and has been operating in substantial compliance with all applicable requirements of the Code and ERISA through the date on which Speedway SuperAmerica LLC assumes the duties of plan sponsor and administrator thereof. Unless otherwise agreed by Marathon and Ashland, such assumption shall occur as of the Closing Date.
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Assumption of Plan. The Company shall assume, as the new plan sponsor and administrator, the responsibilities of the operation, administration and funding of the Northwestern Refinery Pension Plan. In connection with such assumption, Ashland represents and warrants that the Northwestern Refinery Pension Plan is tax qualified under Section 401(a) of the Code and is and has been operating in substantial compliance with all applicable requirements of the Code and ERISA through the date on which the Company assumes the duties of plan sponsor and administrator thereof. Unless otherwise agreed by Marathon and Ashland, such assumption shall occur upon the Employment Transfer Date or upon a reasonable date thereafter.
Sample 1
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Assumption of Plan. New Holding Co. and the Company hereby agree that they will, at the Effective Time, execute, acknowledge and deliver an assumption agreement pursuant to which New Holding Co. will, from and after the Effective Time, assume and agree to perform all obligations of the Company pursuant to the Company's 1996 Equity Incentive Plan (the "Plan"). The assumption by New Holding Co. of the obligations of the Company with respect to options issued under the Plan which are "incentive stock options" as defined in Section 422 of the Code shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code.
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Assumption of Plan. URH and the Company hereby agree that they will, at the Effective Time, execute, acknowledge and deliver an assumption agreement pursuant to which URH will, from and after the Effective Time, assume and agree to perform all obligations of the Company pursuant to (x) the Company's 1997 Stock Option Plan (the "Plan").
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Related to Assumption of Plan

  • Assumption of Agreement Employer shall require any Successor thereto, by agreement in form and substance reasonably satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession had taken place. Failure of Employer to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to compensation from Employer in the same amount and on the same terms as Executive would be entitled hereunder if Employer had terminated Executive’s employment Without Cause as described in Section 7, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

  • Assumption of rights If PayPal invalidates and reverses a payment that you made to a recipient (either at your initiative or otherwise), you agree that PayPal assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in PayPal’s discretion. This is known in legal terms as your “subrogation” or “assignment” to PayPal of your rights against the recipient and third parties related to the payment. No waiver Our failure to act with respect to a breach of any of your obligations under this user agreement by you or others does not waive our right to act with respect to subsequent or similar breaches. Information about you We may request information from you as we reasonably require to facilitate our actions described in this user agreement, enable us to reduce the risk of fraud or comply with our regulatory (including anti-money laundering) obligations. You must comply with these requests in a timely fashion. This may involve you faxing, emailing or otherwise providing to us at your own expense identification documents and information about your finance and operations (such as your most recent financial statements and merchant processing statements).

  • Assumption of Agreements Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

  • Administration of Plan The Plan is administered by a Committee appointed by the Company's Board of Directors. The Committee has the authority to construe and interpret the Plan, to make rules of general application relating to the Plan, to amend outstanding options, and to require of any person exercising this option, at the time of such exercise, the execution of any paper or the making of any representation or the giving of any commitment that the Committee shall, in its discretion, deem necessary or advisable by reason of the securities laws of the United States or any State, or the execution of any paper or the payment of any sum of money in respect of taxes or the undertaking to pay or have paid any such sum that the Committee shall in its discretion, deem necessary by reason of the Internal Revenue Code or any rule or regulation thereunder, or by reason of the tax laws of any State.

  • Termination of Plan The Sponsor may terminate the Plan and the Trust with respect to all Employers by executing and delivering to the Committee and the Trustee, a notice of termination, specifying the date of termination.

  • Amendment of Plan The Board may amend the Plan at any time with or without prior notice; provided, however, that no action authorized by this Section 16.2 shall reduce the amount of any outstanding Award or change the terms and conditions thereof without the Participant's consent. No amendment of the Plan shall, without the approval of the stockholders of the Company:

  • Terms of Plan This Agreement is entered into pursuant to the Plan (a copy of which has been delivered to the Grantee). This Agreement is subject to all of the terms and provisions of the Plan, which are incorporated into this Agreement by reference, and the actions taken by the Committee pursuant to the Plan. In the event of a conflict between this Agreement and the Plan, the provisions of the Plan shall govern. All determinations by the Committee shall be in its sole discretion and shall be binding on the Company and the Grantee.

  • Assumption of Risk I understand that participating in the Activity entails inherent risks including, but not limited to, the risks described in this Activity Detail Form on the reverse side of this Release Agreement. I have read and understood the Activity Detail Form. I have been given the chance to ask questions about the Activity Detail Form and all such questions have been answered to my satisfaction. Having read this form, I am fully aware of the risks and hazards associated with the Activity, and hereby elect to voluntarily participate in the Activity. I voluntarily assume full responsibility for any risks of loss, property damage or personal injury, including death, that I may sustain as a result of participating in the Activity, unless caused by the gross negligence or willful misconduct of U of R, its officers, trustees,agents, employees or volunteers (the "Releasees"). Iunderstand that I am not required to participate in the Activity and that Ichoose do to voluntarily and free of duress.

  • Incorporation of Plan Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

  • Amendment and Termination of Plan Notwithstanding any provision in this Adoption Agreement or the Plan to the contrary, Section of the Plan shall be amended to read as provided in attached Exhibit . XX There are no amendments to the Plan.

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