Benefit Matters. AMCON and HNWC will work together to design benefit plans to be adopted by the Surviving Corporation for the benefit of its employees as soon as practicable following the Merger. Until such adoption, the Surviving Corporation shall cause all AMCON Employee Plans and all HNWC Employee Plans to be maintained in full force and effect.
Benefit Matters. (a) Neither Seller or any of its Affiliates nor any member of the Company Group currently has or ever maintained, sponsored, contributed to, or required to be contributed to, for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant of any member of the Company Group or any spouse or dependent of such individual pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, (each, a “Benefit Plan”), nor is there any Benefit Plan under which any member of the Company Group or any of its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise.
Benefit Matters. (a) Except as provided on Schedule 4.14(a) and except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA, the Seller Group does not have any liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof that shall affect the Buyer or the Assets. There is no health care plan sponsored or maintained by the Seller Group that provides health or dental coverage or benefits to any current or future retiree of the Seller Group or their spouses or dependents.
Benefit Matters. (a) During the period from the Effective Time until July 1, 2002, employees of the Company shall participate in employee benefit plans (as defined in Section 3(3) of ERISA), but including any vacation or paid time off benefits and excluding any stock compensation plans, programs and arrangements (collectively, "Included Benefits") maintained by Parent or the Surviving Corporation providing benefits no less favorable, in the aggregate, than those benefits provided under the Included Benefits of the Company in effect on the date hereof. Notwithstanding the foregoing, the standard for maintenance of benefits shall apply to the Company's Holiday Bonus Plan only until December 31, 2001.
Benefit Matters. The employees of the Company and --------------- its subsidiaries shall be eligible to participate in the Acquiror 401(k), profit sharing, stock option and stock purchase plans and Acquiror medical, life insurance, disability insurance and vacation plans (the "Plans") effective (a) February 2, 1997 or (b) if the Effective Time is after February 2, 1997, the first day of the month following the Effective Time (the "Eligibility Date"). Participation in the Plans shall be subject to the eligibility requirements and the terms and conditions of each of the Plans. For purposes of the eligibility and vesting requirements of the Plans, service credit will be given for employment with the Company and its Subsidiaries prior to the Effective Time. The medical plan of the Acquiror shall not include pre-existing condition exclusions with respect to employees of the Company and its subsidiaries as of the Effective Time, except to the extent such exclusions were applicable under the medical plan of the Company on the Effective Time. Effective as of the Eligibility Date, all welfare benefit plans and the vacation plan of the Company and its subsidiaries will be terminated. Acquiror shall cause the Company to perform the Company's obligations under all employment, consulting and other compensation arrangements disclosed in Sections 5.1(i) and (m) of the Company Disclosure Schedule.
Benefit Matters. 36 SECTION 5.09. Stock Exchange Listing........................................ 36 SECTION 5.10. Letters of the Company's Accountants.......................... 36 SECTION 5.11. Letters of Parent's Accountants............................... 36 ARTICLE VI
Benefit Matters. (a) The Buyer Sub shall offer employment to each Employee, effective upon the Effective Time. All such offers of employment pursuant to this Section 7.11(a) will be for employment-at-will and will be contingent on the Employee satisfying customary hiring conditions, as applicable, and the Buyer Sub may terminate any Employee at any time and for any reason following the Effective Time.
Benefit Matters. (a) Parent shall cause the Surviving Corporation to maintain employee benefit plans (as defined in Section 3(3) of ERISA) for the benefit of employees of the Company or its Subsidiaries, which are, in the aggregate, no less favorable than those that cover similarly situated employees of Parent.
Benefit Matters. From and after the Effective Time of the Merger, Parent shall accord to all employees of the Company and its Subsidiaries that become Continuing Employees benefits that Parent normally makes available to its employees under Parent employee benefit plans (as defined in Section 3(3) of ERISA), in each case as if such Continuing Employee had been employed by Parent for the length of time such Continuing Employee has been employed by the Company (provided no such amount of time shall be credited for purposes of the vesting or other provisions of any option, other than Converted Options, granted to any such Continuing Employee to purchase shares of Parent Common Stock).
Benefit Matters. (a) During the period from the Effective Time of the Merger until the first anniversary of the Effective Time of the Merger, Parent shall cause the Surviving Corporation to maintain employee benefit plans (as defined in Section 3(3) of ERISA) for the benefit of employees of the Company or its subsidiaries, which are no less favorable in the aggregate to those benefits provided under the Company Plans in effect on the date hereof.
