Company Benefit Arrangements. Upon the request of Parent, Company will terminate any Company Benefit Arrangement and any leased employee arrangement or professional employee organization immediately prior to the Effective Time.
Company Benefit Arrangements. (a) Schedule 3.17(a) of the Company Disclosure Letter lists each Company Benefit Arrangement. The term “
Company Benefit Arrangements. Upon Acquiror’s request, at least five business days prior to the Effective Time of the First Merger, the Company shall terminate the Company’s 401(k) Plan and any employee leasing arrangement or professional employee organization prior to the Closing Date. If Acquiror requests that the Company’s 401(k) Plan be terminated, the Company’s Board of Directors shall adopt resolutions authorizing the termination of the 401(k) Plan no later than the day before the Closing Date, such resolutions and amendment to be subject to the review by and approval of Acquiror, which shall not be unreasonably withheld. All participants and former participants in such 401(k) Plan (and in any other Company Benefit Arrangement that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA) shall become fully vested in their account balances under the 401(k) Plan (or the such employee pension benefit plan) to the extent required by Applicable Law. The Company shall terminate any and all group severance, separation, retention and salary continuation plans, programs or arrangements (other than Contracts listed on Schedule 7.10 of the Company Disclosure Letter) prior to the Closing Date.
Company Benefit Arrangements. Upon Acquiror’s request, the Company shall terminate any Company Benefit Arrangement (including the Company’s 401(k) Plan) and any employee leasing arrangement or professional employee organization prior to the Closing Date. If Acquiror requests that the Company’s 401(k) Plan be terminated, the Company’s Board of Directors shall adopt resolutions authorizing the termination of the 401(k) Plan (which termination shall be no later than the day prior to the Closing Date) and the Company shall execute an amendment to the 401(k) Plan that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination. The Company shall terminate any and all group severance, separation, retention and salary continuation plans, programs or arrangements (other than Contracts disclosed in writing to Acquiror prior to the Agreement Date and listed on Schedule 5.10 of the Company Disclosure Letter) prior to the Closing Date.
Company Benefit Arrangements. Upon Parent’s written request made at least five Business Days in advance of the Closing Date, the Company shall terminate any Company Benefit Arrangement (including the Company’s 401(k) Plan) that the Company is legally entitled to unilaterally terminate no later than the day immediately prior to the Closing Date. If Parent so requests that the Company’s 401(k) Plan be terminated, the Company’s Board of Directors shall adopt resolutions terminating the 401(k) Plan and the Company shall execute an amendment to the 401(k) Plan that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, such resolutions and amendment to be subject to review and approval by Parent’s counsel.
Company Benefit Arrangements. (a) Schedule 3.18 includes a true and complete description of all arrangements under or with respect to which the Company or any of its ERISA Affiliates provides employee or executive compensation (other than salary or wage), bonus or benefits to any current, former or retired employee, any employee on an approved leave of absence, or any dependent of such Person, whether or not such Company Benefit Arrangement is covered by ERISA (each, a “Company Benefit Arrangement”). The Company has provided to Buyer true and complete copies of each Company Benefit Arrangement or, in the case of each Company Benefit Arrangement not existing in written form, a complete and accurate description of its material terms.
Company Benefit Arrangements. The Company's Board of Directors shall adopt resolutions authorizing the termination of the 401(k) Plan and the Company shall execute an amendment to the 401(k) Plan that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination.
Company Benefit Arrangements. The Board or the board of directors of Tandberg Data Corporation, a Delaware corporation (“TD Corp”), as applicable, shall adopt (or shall cause there to be adopted) no later than the day before the Closing Date resolutions terminating each Company Benefit Arrangement intended to be qualified under Section 401(a) of the Code that includes a cash or deferred arrangement intended to qualify under Section 401(k) of the Code (the “401(k) Plan”), such termination to be effective no later than the day before the Closing Date, and authorizing the appropriate officers of TD Corp to make such amendments to the 401(k) Plan that is sufficient to assure that the tax-qualified status of such plan shall be maintained at the time of its termination. The Company shall provide a draft of such resolutions to Buyer prior to their adoption and address, to the reasonable satisfaction of Buyer, any comments Buyer may have as to such resolutions. Immediately prior to such termination, the Company will cause TD Corp to make all necessary payments to the trust for the 401(k) Plan to fund the contributions: (a) necessary or required to maintain the tax-qualified status of the 401(k) Plan; (b) for elective deferrals made pursuant to the 401(k) Plan for the period through and including the time of termination; and (c) for all employer contributions (if any) for the period through and including the time of termination. All participants and former participants in such 401(k) Plan (and in any other Company Benefit Arrangement that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA) shall become fully vested in their account balances under the 401(k) Plan (and any other employee pension benefit plan) to the extent required by law.
Company Benefit Arrangements. The Company’s board of directors shall terminate or cancel the Company Benefit Arrangements set forth in Schedule 5.11 of the Company Disclosure Letter or otherwise specified by Parent prior to the Closing Date such termination or cancellation to be subject to the Closing and effective immediately before the Effective Time and provide a copy of such resolutions to Parent and shall adopt (or shall cause there to be adopted) no later than the day before the Closing Date (i) resolutions terminating each Company Benefit Arrangement intended to be qualified under Section 401(a) of the Code that includes a cash or deferred arrangement intended to qualify under Section 401(k) of the Code (the “401(k) Plan”), such termination to be subject to the Closing and effective immediately before the Effective Time, and (ii) an amendment to the 401(k) Plan to the extent required by applicable Law, such amendment being intended to assure compliance with all applicable requirements of the Code and regulations thereunder so that the tax-qualified status of such plan shall be maintained at the time of its termination. The Company shall provide a draft of such resolutions to Parent prior to their adoption and address, to the reasonable satisfaction of Parent, any comments Parent may have as to such resolutions. Immediately prior to such termination or cancellation, the Company will make all necessary payments to the trust for the 401(k) Plan to fund the contributions: (i) necessary or required to maintain the tax-qualified status of the 401(k) Plan, (ii) for elective deferrals made pursuant to the 401(k) Plan for the period through and including the time of termination, and (iii) for all employer contributions (if any) for the period through and including the time of termination. All participants and former participants in such 401(k) Plan shall become fully vested in their account balances under the 401(k) Plan upon such termination or cancellation to the extent required by Law.
Company Benefit Arrangements. To the best knowledge ---------------------------- of Seller, each Company Benefit Arrangement has been administered so as to comply with applicable laws except where the failure to so comply would not have a Material Adverse Effect.
