Plan Matters Clause Samples
Plan Matters. Buyer in its sole discretion may elect to (i) have Seller terminate the Seller Sub’s 401(k) Plan (the “Seller 401(k) Plan”) immediately prior to the Effective Time and contingent upon the occurrence of the Closing by resolutions adopted by the boards of directors of Seller and/or Seller Sub, on terms acceptable to Buyer, or (ii) merge the Seller 401(k) Plan with and into the Buyer’s Employee Stock Ownership and 401(k) plan (the “Buyer 401(k) Plan”) after the Effective Time. In no event shall the Seller 401(k) Plan be merged with and into the Buyer 401(k) Plan, unless Buyer determines in its reasonable judgment that (A) the Seller 401(k) Plan is a qualified plan under Section 401(a) of the Code, both as to the form of the Seller 401(k) Plan and as to its operation, and (B) there are no facts in existence that would be reasonably likely to adversely affect the qualified status of the Seller 401(k) Plan. If Buyer determines in its sole discretion not to merge the Seller 401(k) Plan into the Buyer 401(k) Plan and that the Seller 401(k) Plan should be terminated immediately prior to the Effective Time, Seller agrees to take all action necessary to have the Seller 401(k) Plan terminated immediately prior to the Effective Time; provided, that Buyer has delivered to Seller written notice of Buyer’s determination to terminate the Seller 401(k) Plan at least 30 days prior to the Closing Date; and provided, further, that Buyer agrees that prior to such termination, Seller is permitted to amend the Seller 401(k) Plan, to the extent permitted under applicable law, rules, regulations, guidance, and interpretations thereof, to allow the rollover in kind of any outstanding plan loans held in participant accounts. If Buyer determines that the Seller 401(k) Plan should be so terminated, the accounts of all participants and beneficiaries in the Seller 401(k) Plan as of such termination shall become fully vested upon termination of the Seller 401(k) Plan. As soon as practicable following the Effective Time, the account balances in the Seller 401(k) Plan shall be either distributed to participants and beneficiaries or rolled over to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct in accordance with plan terms. Buyer agrees to permit Continuing Employees to rollover their account balances in the Seller 401(k) Plan to the Buyer 401(k) Plan, including the in-kind rollover of plan loans, which Buyer agrees in su...
Plan Matters. HP 401(k). HP shall retain and be solely responsible for all Liabilities for plan benefits under the HP 401(k) Plan relating to (i) HPI Employees, (ii) Former Employees and
Plan Matters. As soon as reasonably practicable following the date of this Agreement, and in any event at or prior to the Acceptance Time, the Company and the Company Board (and any subcommittee thereof), as applicable, shall take any such action as may be necessary or desirable to give effect to the treatment of the Options, Restricted Stock Units and the ESPP pursuant to this Section 1.11 and to cause each of the Stock Plans to be terminated immediately prior to or as of the Effective Time. The Company shall take all actions necessary to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation will be required to deliver shares of Company Common Stock or other capital stock of the Company to any Person pursuant to or in settlement of Options, Restricted Stock Units or any other equity-based compensation awards. The Company shall take all actions necessary to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation will be required to deliver shares or other capital stock of the Company to any Person pursuant to or in settlement of Options after the Effective Time.
Plan Matters. The Company and the Company Board (and any subcommittee thereof) shall adopt such resolutions and take such action as may be necessary or desirable to give effect to this Section 1.8. By virtue of the Merger and without further action, the 2011 Incentive Compensation Plan and any other outstanding Stock Plan shall be terminated as of the Effective Time.
Plan Matters. Except as otherwise provided in this Article IX or as otherwise required by applicable law, the Employees shall cease to participate in or accrue further benefits under the Seller Benefit Plans immediately prior to the Closing but shall continue to participate in or accrue further benefits under the Company Benefit Plans. Effective as of the Closing, all Employees who participate in the defined contribution plan qualified under Section 401 of the Code sponsored by the Seller (the "Seller's 401(k) Plan") shall cease to participate in said plan. The Buyer shall establish, if it does not already maintain, a defined contribution plan qualified under Section 401 of the Code and which includes a cash or deferred arrangement which qualifies under Section 401(k) of the Code (the "Buyer's 401(k) Plan"). As soon as practicable after the Closing Date, the Seller shall cause the transfer of (i) the account balances of the current employees of the Company who participate under the Seller's 401(k) Plan including outstanding loans of such persons and (ii) assets having a value equal to said account balances to the Buyer's 401(k)
Plan Matters. Except as otherwise provided in this Article IX or as otherwise required by applicable law, the Business Employees shall cease to participate in or accrue further benefits under the Business Benefit Plans immediately prior to the Closing, other than with respect to Business Benefit Plans maintained solely with respect to Business Employees, and Sellers shall take (or cause their ERISA Affiliates to take) all actions necessary to cease such participation and accrual immediately prior to the Closing. Effective as of the Closing, all Business Employees who participate in the Seller's 401(k) Plan shall cease to participate in such plan. To the extent allowable under Section 401(k) of the Code and regulations issued thereunder, Business Employees shall be eligible to receive, at their election, a distribution of their account balance from the Seller's 401(k) plan. Seller shall amend Seller's 401(k) Plan (or shall cause its Affiliates to amend the appropriate Affiliate 401(k) Plan) to the extent necessary to cease such participation and permit such distributions and rollovers of participant loans, and shall not place any New Buyer Employee's loan under such 401(k) Plan in default unless the New Buyer Employee fails to elect a rollover within 90 days of the date the rollover is offered to such New Buyer Employee. Buyer shall cause a 401(k) plan maintained by Buyer to accept rollovers of such distributions and participant loans to the extent permissible.
Plan Matters. The Company shall have delivered evidence to Parent’s reasonable satisfaction that Company and the Company Board have taken all actions, including any required notices, approvals and consents necessary to effect the transactions anticipated by Section 1.6(c) under all Plans, Company Options, Company RSUs and any other plan or arrangement of the Company (whether written or oral, formal or informal) governing the terms of any Company Options and any Company RSUs.
Plan Matters. From the Mandatory Exhange Effective Time and continuing until the Benefits Participation End Date, SpinCo adopts, and shall participate in as an Adopting Employer (as defined in the IAC 401(k) Plan), the IAC 401(k) Plan for the benefit of SpinCo Employees and Former SpinCo Employees, and IAC consents to such adoption and maintenance, in accordance with the terms of the IAC 401(k) Plan. Each of the Parties agrees and acknowledges that until the Benefits Participation End Date, SpinCo shall make timely direct contributions (including matching contributions) to the IAC 401(k) Plan on behalf of such SpinCo participating employees in accordance with the terms of the IAC 401(k) Plan and in accordance with (and no less promptly than) the timing of contributions made by IAC prior to the Mandatory Exchange Effective Time.
Plan Matters. As soon as reasonably practicable following the date of this Agreement, and in any event prior to the Effective Time, the Company and the Company Board (and any subcommittee thereof), as applicable, shall take any such action as may be necessary or desirable to give effect to this Section 2.8 and to cause each of the 2006 Equity Incentive Plan and the 2015 Equity Incentive Plan to be terminated as of the Effective Time.
Plan Matters. Following the Closing, no distribution of Plan assets will occur, except with respect to employees who discontinue employment with the Company, prior to the issuance by the Internal Revenue Service of a determination letter that the distribution of assets from the terminated Plan is in accordance with Internal Revenue Code Section 401(k)(10). The Buyer or the Company shall file such determination letter request with the Internal Revenue Service following the Closing. To the extent not reflected in the transfer of assets pursuant to Section 1.1 hereof, the Company shall pay to Brendan a sum in cash representing the total salary reduction contributions under the Company Section 125 Plan and the Brendan Section 125 Plan, since January 1, 2000 to the date the responsibility and liabilities for the Brendan Section 125 Plan is transferred to Brendan, of employees of the Company prior to the Closing Date hired by Brendan, less amounts paid out as benefits under the Company Section 125 Plan and the Brendan Section 125 Plan for qualified reimbursements in 2000 to such employees.