Company 401(k) Plan. The Company agrees that all Employees covered by this Agreement shall be eligible to participate in the Company 401(k) Plan, subject to the terms and conditions of the Plan.
Company 401(k) Plan. Prior to the Closing Date, if requested by the Buyer, the Company shall take all actions necessary to terminate the Visual Networks 401(k) Plan.
Company 401(k) Plan. The Company shall adopt a resolution terminating the Dreams, Inc. 401(k) Plan (the “401(k) Plan”) effective as of or immediately prior to the Closing Date. No later than three (3) Business Days prior to the Closing Date, Company shall provide Parent with evidence that the 401(k) Plan has been terminated and shall also take such other actions in furtherance of terminating the 401(k) Plan as Parent may reasonably require. In the event that termination of the 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees, then the Company shall take such actions as are necessary to reasonably estimate the amount of such charges or fees and provide such estimate in writing to Parent no later than five (5) Business Days prior to the Closing Date.
Company 401(k) Plan. At Parent’s request, immediately prior to the Effective Time, the Company’s Board of Directors shall adopt resolutions terminating the Company’s 401(k) Plan (the “401(k) Plan”) effective immediately prior to the Effective Time. Following the Effective Time, the Retained Employees shall be entitled to participate in the 401(k) plan sponsored by Parent.
Company 401(k) Plan. If requested by Parent in writing no later than five (5) Business Days prior to the Closing Date, the Stockholders and the Company shall, prior to the Closing Date, take such corporate action as necessary to cause the Company 401(k) Plan to be amended such that the Company shall no longer be a participating employer, and the Business Employees will no longer be eligible to participate, in the Company 401(k) Plan as of the Closing Date, subject to the consummation of the transactions contemplated by this Agreement, and provided that, prior to the Closing Date, Parent and Merger Subs shall take, or cause to be taken, all reasonable action as is necessary, including amendments to the "Inotiv 401(k) Plan" (as defined below), to permit eligible Business Employees to roll any eligible rollover distributions (not including loans unless permitted by the Inotiv 401(k) Plan and the applicable third party administration agreement) over into a 401(k) plan maintained by Parent or one of its subsidiaries or any of their Affiliates (the "Inotiv 401(k) Plan") following the Closing Date.
Company 401(k) Plan. At the written request of Parent provided no later than five Business Days prior to the Closing Date, the Company shall, at least one Business Day prior to the Closing Date, adopt written resolutions (or take other necessary and appropriate action) to terminate each Company Plan that is intended to be qualified under Section 401(a) of the Code (the “Company 401(k) Plan”) and to fully vest all participants under the Company 401(k) Plan, such termination and vesting to be effective no later than the Business Day preceding the Closing Date; provided, however, that such Company 401(k) Plan termination may be made contingent upon the Closing. The Company shall provide Parent with an advance copy of such proposed resolutions (and any related documents) and a reasonable opportunity to comment thereon prior to adoption or execution (and shall consider any such comments from Parent in good faith).
Company 401(k) Plan. The Company shall take, or shall cause to be taken, all actions necessary to terminate, prior to the Closing Date, the Mercury Solar Systems 401(k) Plan.
Company 401(k) Plan. Prior to the Closing, the Company shall take all actions necessary to freeze the Company 401(k) Plan such that, as of the day selected by the Company, in its discretion, to freeze the Company 401(k) Plan (the “Freeze Date”), no employees may commence participation in the Company 401(k) Plan and no contributions to the Company 401(k) Plan will be permitted with respect to compensation earned by any participant after the Freeze Date. Notwithstanding the foregoing or any other provision of this Agreement, (i) participants in the Company 401(k) Plan shall be permitted to continue to repay participant loans following the Freeze Date and (ii) the Company 401(k) Plan will be frozen no later than immediately prior to the Closing
Company 401(k) Plan. Prior to the Closing Date, the Company will take all actions and to do all things necessary, proper or advisable to freeze and terminate any “401(k)” plan sponsored by the Company or any of its Subsidiaries (collectively, the “Company 401(k) Plan”), with the actual effective date of such freeze and termination of the Company 401(k) Plan to be effective no later than immediately prior to the Closing. Following the Closing, the Buyer shall allow each Continuing Employee to directly roll over cash distributions that qualify as eligible rollover distributions from the Company 401(k) Plan to a defined contribution plan sponsored by the Buyer or an Affiliate of Buyer that is intended to be qualified under Section 401(a) of the Code.
Company 401(k) Plan. Except with the prior written consent of Parent, during the period from the date hereof to the Effective Time, the Company shall not (i) make any discretionary contribution to the Company 401(k) plan (the "Company 401(k) Plan") or (ii) make any required contribution to the Company 401(k) Plan in Company Common Stock. The Company shall terminate the Company 401(k) Plan as of the day immediately preceding the Closing Date. Within 30 days after the Closing Date, Parent shall cause its 401(k) plan (the "Parent 401(k) Plan") (i) to provide coverage to all employees of the Company who continue employment with Parent or the Surviving Corporation (the "Continuing Employees") after the Closing Date, (ii) to give credit to the Continuing Employees for service with the Company for purposes of determining participation and vesting under the Parent 401(k) Plan and (iii) to accept rollovers from the Company 401(k) Plan, including rollovers of loans, after the IRS has approved the termination of the Company 401(k) Plan.
