Certain Plans. Immediately following the Effective Time, Brekford, as the Surviving Corporation in the Brekford Merger, will own substantially all of the assets of Brekford immediately prior to the Brekford Merger. There is no plan or intention for Brekford Merger Sub, as the Surviving Corporation of the Brekford Merger, to transfer any material assets or businesses or to cease any existing business of the Brekford after the Effective Time. There is no plan or intention for the Novume stock issued in the Brekford Merger to be redeemed.
Certain Plans. Immediately following the Effective Time, Company Merger Sub, as the Surviving Corporation in the Company Merger, will own substantially all of the assets of the Company immediately prior to the Company Merger. There is no plan or intention for Company Merger Sub, as the Surviving Corporation of the Company Merger, to transfer any material assets or businesses or to cease any existing business of the Company after the Effective Time. There is no plan or intention for the Novume stock issued in the Company Merger to be redeemed.
Certain Plans. Prior to the Effective Time, the Company’s Board of Directors shall take all necessary and appropriate actions to (i) amend the Company’s 2004 Equity Incentive Plan to delete Section 10 in its entirety so that no awards may be granted under such Section on or after the Effective Time, and (ii) to the extent applicable, amend the 1995 Director Option Plan so that no awards may be granted under the 1995 Director Option Plan on or after the Effective Time. Any outstanding option awards granted under either such plan prior to the Effective Time shall be assumed and converted into the right to receive shares of Parent Common Stock pursuant to Section 3.4 of this Agreement.
Certain Plans. (a) Section 2.07(b) of the EMA is amended by adding the following clauses (iii) and (iv):
Certain Plans. The Company has no Employee Benefit Plans which are subject to Title IV of ERISA and which are Multi-Employer Plans (as defined in Section 4001(a)(3) of ERISA).
Certain Plans. Other than the plans listed on Schedule 3.22(a), the Company does not now, nor has it ever, maintained, established, sponsored, participated in, or contributed to, any Company Employee Plan which is subject to ERISA or Section 412 of the Code.
Certain Plans. Neither the Company nor any of its ERISA Affiliates does and has never sponsored, maintained, contributed to, or incurred an obligation to contribute to any Defined Benefit Plan, Multiemployer Plan or to a Multiple Employer Plan. For these purposes, "DEFINED BENEFIT PLAN" has the meaning set forth in Section 414 of the Code, "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in Section 3(37) and 4001 (a) (3) of ERISA and "MULTIPLE EMPLOYER PLAN" means any plan sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISA or Section 413(c) of the Code.
Certain Plans. No Company Plan is a, and neither the Company nor any ERISA Affiliate of the Company contributes to, has ever contributed to or has any Liability or obligation, whether actual or contingent, with respect to any, (A) “multiemployer plan” (within the meaning of Section 3(37) of ERISA), (B) “multiple employer plan” (within the meaning of Section 413(c) of the Code), (C) single employer plan or other pension plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code, or (D) multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA).
Certain Plans. No Company Employee Plan is (i) subject to Title I, III or IV of ERISA, Section 401(a) or 412 of the Code, or Section 302 of ERISA, (ii) a “multiemployer plan” (as defined in Section 3(37) or 4001(a)(3) of ERISA), (iii) a funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code) or (v) a “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA). No ERISA Affiliate has any current Liability with respect to any employee benefit plan that is or was within the past six years subject to Title IV of ERISA or Sections 412 or 430 of the Code.
Certain Plans. Neither the Company nor any ERISA Affiliate maintains, contributes to or has any liability in respect of any Multiemployer Plan or any other pension plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA. No Employee Benefit Plan provides medical or other welfare benefits to any present or former employee, director or consultant of the Company or its Subsidiaries beyond termination of service other than group health plan coverage mandated by law. Except as set forth in Schedule 4.13(d), (1) since January 1, 2005 each Employee Benefit Plan that is covered by Section 409A of the Code has been operated in good faith compliance, with respect to present or former employees, directors and consultants of the Company and its Subsidiaries, with the provisions of Section 409A of the Code and the applicable guidance issued by the IRS thereunder such that no such person could be reasonably expected to incur any additional tax under Section 409A(a)(1)(B)(i) of the Code with respect to his or her participation in such Employee Benefit Plan, and (2) no payment made or to be made by the Company or any Subsidiary in connection with or as a result of the contemplated transaction will be nondeductible for federal income tax purposes by reason of Section 280G of the Code.
