Company Plan. Company Plan" shall mean any current benefit plan or past benefit plan under which employees, officers or directors of the Seller has received benefits.
Company Plan. Section 1.10(a).......................... 7
Company Plan. 4.11(a) Company's Representatives..............................................6.1(l)(i) Competing Transaction.................................................6.1(l)(ii) Confidentiality Agreement....................................................6.4
Company Plan. The Company Plan shall be administered by the ------------ Company Committee. The Company Committee shall have such powers and authorities related to the administration of the Company Plan as are consistent with the Company's articles of incorporation and by-laws and with applicable law. The Company Committee shall have the full power and authority (subject to any restrictions imposed by the Board of Directors of the Company, the Company's articles of incorporation or by-laws or applicable law) to take all actions and to make all determinations required or provided for under the Company Plan, any Incentive Award granted by the Company Committee under the Company Plan and any Agreement entered into in connection therewith and shall have the full power and authority to take all such other actions and determinations not inconsistent with the specific terms and provisions of the Company Plan that the Company Committee deems to be necessary or appropriate to the administration of the Company Plan, any Incentive Award granted by the Company Committee under the Company Plan and any Agreement entered into in connection therewith. The interpretation and construction by the Company Committee of any provision of the Company Plan, any Incentive Award granted by the Company Committee under the Company Plan and any Agreement entered into in connection therewith shall be final and conclusive with respect to the Holder."
Company Plan. Section 3.12(c) Company SEC Documents............................................. Section 3.5
Company Plan. Each Company Plan is listed in Section ------------ 3.11(a) of the Company Letter. With respect to each Company Plan, the Company has made available to Parent a true and correct copy of (i) the three (3) most recent annual reports (Form 5500) filed with the IRS, (ii) each such Company Plan that has been reduced to writing and all amendments thereto, (iii) each trust agreement, insurance contract, administration agreement or funding arrangement relating to each such Company Plan, (iv) a written summary of each unwritten Company Plan, (v) the most recent summary plan description or other written explanation of each Company Plan provided to participants, (vi) the most recent determination letter issued by the IRS with respect to any Company Plan intended to be qualified under section 401(a) of the Code, (vii) any request for a determination currently pending before the IRS, and (viii) all correspondence with the IRS, the Department of Labor, the SEC or Pension Benefit Guaranty Corporation relating to any outstanding controversy. Each Company Plan complies in all material respects with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the ----- Code and all other applicable statutes and governmental rules and regulations. No Company Plan is subject to Title IV of ERISA. Neither the Company nor any of its Subsidiaries or ERISA Affiliates is a party to, has made any contribution to or otherwise incurred any obligation under any "multiemployer plan" as defined in Sections (37) and 4001(a)(3) of ERISA.
Company Plan. Section 3.11(c) Company Preferred Stock....................................... Section 3.2(a) Company Printing and Filing Fees.............................. Section 5.6(b)(i) Company SEC Documents......................................... Section 3.5
Company Plan. Company Plan" means any Employee Benefit Plan (i) established, maintained, sponsored or contributed to (or with respect to which any obligation to contribute has been undertaken) by API, the Seller, the Company or any ERISA Affiliate on behalf of any employee, director or shareholder of the Company (whether current, former or retired) or their beneficiaries or (ii) with respect to which API, the Seller, the Company or any ERISA Affiliate has or has had within the past six (6) years any obligation on behalf of any such employee, director, shareholder or beneficiary.
Company Plan. Reserve or have reserved for issuance or issue, shares of the Company's capital stock or any securities of the Company convertible into the capital stock of the Company in an aggregate amount in excess of 15.5% of the outstanding shares of capital stock of the Company and any security of the Company convertible into the capital stock of the Company pursuant to any Company stock bonus, pension, profit-sharing, retirement, stock purchase, stock option or similar plan, contract or understanding with respect to Company directors, officers, employees, or consultants, calculated using a denominator consisting of the amount of capital stock and other securities of the Company outstanding as of October 30, 1996, provided that such denominator shall not include securities of the Company which are sold (i) after the date hereof with an aggregate purchase price exceeding $7,000,000 (excluding the Shares sold pursuant to this Agreement) or (ii) subsequent to October 30, 1996.
Company Plan. Company shall terminate the Computer Age Dentist 401(k) Plan (the "401(k) Plan") effective immediately prior to the Closing, shall cease all further contributions to the 401(k) Plan for pay periods beginning on and after the Closing Date and, to the extent the 401(k) Plan provides for loans to participants, shall cease making any such additional loans effective immediately prior to the Closing Date. Company agrees to cooperate with Parent after the Closing Date to amend the 401(k) Plan in order to bring the 401(k) Plan into compliance with all applicable laws and regulations, to vest all participants in their accounts, to distribute all such accounts to the extent permitted under applicable laws and regulations and to bear all expenses that may apply in connection with obtaining a favorable determination letter from the Internal Revenue Service with respect to the tax-qualified status of the 401(k) Plan at its termination.
