Employee Benefit Plans Matters. Section 5.14 of the Parent Disclosure Schedule contains a true and complete list of (i) all employee welfare benefit and employee pension benefit plans as defined in sections 3(1) and 3(2) of ERISA, including, but not limited to, plans that provide retirement income or result in a deferral of income by employees for periods extending to termination of employment or beyond, and plans that provide medical, surgical, or hospital care benefits or benefits in the event of sickness, accident, disability, death or unemployment and (ii) all other material employee benefit agreements or arrangements (other than "payroll practices" under DOL Regulation Section 2510.3-1) that are currently in effect as of the date of this Agreement, or have been approved before this date but are not yet effective, for the benefit of any director, officer, employee or other service provider or any former director, officer, employee or other service provider (or any of their beneficiaries) of Parent (collectively, a "Parent Beneficiary", or with respect to which Parent may have any material liability ("Parent Benefit Plans"). With respect to each Parent Benefit Plan, Parent has heretofore made available to GPSI, as applicable, complete and correct copies of each of the following documents, if any, which Parent has prepared or has been required to prepare: the Parent Benefit Plans and any amendments thereto (or if a Parent Benefit Plan is not a written agreement, a description thereof); the most recent annual Form 5500 reports filed with the IRS; the most recent statement filed with the DOL pursuant to 29 U.S.C. Par 2520.104-23; the most recent annual Form 990 and 1041 reports filed with the IRS; the most recent actuarial reports; the most recent reports prepared in accordance with Statement of Financial Accounting Standards No. 106; the most recent summary plan description and summaries of material modifications thereto; the trust agreement, group annuity contract or other funding agreement that provides for the funding of the Parent Benefit Plan; the most recent financial statement; the most recent determination letter received from the IRS; and any agreement pursuant to which Parent is obligated to indemnify any Person (including any indemnification agreements with directors of Parent). All contributions and other payments, if any, required to have been made by Parent or any entity (whether or not incorporated) that is (or is required to be) treated as a single employer with Parent u...
Employee Benefit Plans Matters. (a) Section 5.14 of the Parent Disclosure Schedule contains a true and complete list of (i) all employee welfare benefit and employee pension benefit plans as defined in sections 3(1) and 3(2) of ERISA, including, but not limited to, plans that provide retirement income or result in a deferral of income by employees for periods extending to termination of employment or beyond, and plans that provide medical, surgical, or hospital care benefits or benefits in the event of sickness, accident, disability, death or unemployment and (ii) all other material employee benefit agreements or arrangements (other than "payroll practices" under DOL Regulation Section 2510.3-1) that are currently in effect as of the date of this Agreement, or have been approved before this date but are not yet effective, for the benefit of any director, officer, employee or other service provider or any former director, officer, employee or other service provider (or any of their beneficiaries) of Parent (collectively, a "Parent Beneficiary", or with respect to which Parent may have any material liability ("Parent Benefit Plans").
Employee Benefit Plans Matters. 18 Section 4.11. Labor Matters.............................................................21 Section 4.12.
Employee Benefit Plans Matters. (a) Section 4.10 of the GPSI Disclosure Schedule contains a true and complete list of (i) all employee welfare benefit and employee pension benefit plans as defined in sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including, but not limited to, plans that provide retirement income or result in a deferral of income by employees for periods extending to termination of employment or beyond, and plans that provide medical, surgical, or hospital care benefits or benefits in the event of sickness, accident, disability, death or unemployment and (ii) all other material employee benefit agreements or arrangements (other than "payroll practices" under Department of Labor (the "DOL") Regulation Section 2510.3-1) that are currently in effect as of the date of this Agreement, or have been approved before this date but are not yet effective, for the benefit of any director, officer, employee or other service provider or any former director, officer, employee or other service provider (or any of their beneficiaries) of GPSI or any GPSI Subsidiary (collectively, a "GPSI Beneficiary"), or with respect to which GPSI or any GPSI Subsidiary may have any material liability ("GPSI Benefit Plans").
Employee Benefit Plans Matters. Section 4.11. Labor Matters. * Section 4.12. Tax Matters. *
Employee Benefit Plans Matters other than in the Ordinary Course of Business, (A) adopt or amend any Employee Benefit Plan, (B) make a profit sharing distribution, (C) pay any bonus or special remuneration or make any similar payment (cash, equity or otherwise) to any employee or officer, or (D) increase the fringe benefits (cash, equity or otherwise) (including rights to severance, notice, pay in lieu of notice, termination pay, change of control or indemnification) of its directors, officers, employees, consultants or independent contractors, in all cases, except pursuant to agreements outstanding on the date hereof that have been previously been made available to Buyer, or as may be required by Law;
Employee Benefit Plans Matters. The ESOP will comply in all material respects with the provisions of ERISA and the Code to the extent applicable.
Employee Benefit Plans Matters. 35 Section 5.15. Tax Matters. 37 Section 5.16. Listing. 38 Section 5.17. Full Disclosure. 38 ARTICLE VI COVENANTS RELATING TO CONDUCT OF BUSINESS 38 Section 6.1. Conduct of Business of GPSI. 38 Section 6.2. Conduct of Business of Parent. 40 ARTICLE VII ADDITIONAL AGREEMENTS 41 Section 7.1. Parent Stockholder Meeting. 41 Section 7.2. The Parent Proxy Statement. 41 Section 7.3. PPM. 42 Section 7.4. Shelf Registration Statement. 43 Section 7.5. Obligations of Parent. 43 Section 7.6. NASDAQ Listing. 46 Section 7.7. Restructuring. 47 Section 7.8. Access to Information. 47 Section 7.9. Reasonable Efforts; Notification. 47 Section 7.10. Fees and Expenses. 48 Section 7.11. Public Announcements. 48 Section 7.12. Indemnification of Directors, Officers and Other Individuals. 49 Section 7.13. Agreement to Defend. 49 Section 7.14. Amendment of Schedules. 49 Section 7.15. Reorganization Status. 49 Section 7.16. Other Actions. 50 Section 7.17. Legends. 50 ARTICLE VIII CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER 50 Section 8.1. Conditions Precedent to Obligations of Parent and Merger Subsidiary. 50 Section 8.2. Conditions Precedent to Obligations of GPSI. 52 ARTICLE IX TERMINATION; AMENDMENT; WAIVER 53 Section 9.1. Termination. 53 Section 9.2. Effect of Termination. 54 Section 9.3. Amendment. 54
Employee Benefit Plans Matters. 35 (iii)
Employee Benefit Plans Matters. 32 Section 5.15. Tax Matters...............................................................34 Section 5.16. Listing...................................................................35 Section 5.17. Full Disclosure...........................................................35 (iii)
