Termination of 401(k. The Company agrees to terminate its 401(k) --------------------- plan immediately prior to Closing, unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain such plan by providing the Company with notice of such election at least ten (10) days before the Effective Time. The Company shall follow such termination procedures as Parent shall reasonably specify.
Termination of 401(k. Plan. Prior to Closing, the Company shall terminate any and all Benefit Plans intended to qualify under Section 401(k) of the Code, or any successor statute, effective not later than the day immediately preceding the Closing Date. Upon the termination of such plans, the Company shall provide Buyer with evidence that such 401(k) plans have been terminated pursuant to resolution of the Company’s Board of Directors not later than the day immediately preceding the Closing Date.
Termination of 401(k. Plan Effective immediately prior to the Closing, unless otherwise directed in writing by Buyer at least five Business Days prior to the Closing, the Company shall terminate the Sunquest Information Systems, Inc. 401(k) Plan (the "401(k) Plan"). The Company shall provide Buyer with resolutions adopted by the Company's board of directors terminating the 401(k) Plan. The form and substance of such resolutions shall be subject to the reasonable advance approval of Buyer. The Company shall (a) make or remit (or cause to be made or remitted) all necessary payments to fund the contributions (i) for elective deferrals made pursuant to the 401(k) Plan for the period prior to termination and (ii) for employer matching contributions (if any) for the period prior to termination. Buyer shall have, or cause one of its Affiliates to have, a defined contribution plan that is qualified under Section 401(a) of the Code and that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the "Buyer 401(k) Plan") in which employees of the Company and the Subsidiaries who meet the age and service eligibility criteria thereof shall be eligible to participate; provided that service with the Company and its affiliates shall be recognized for purposes of meeting such service eligibility requirements. During the 12 month period immediately following the Closing Date, the Buyer 401(k) Plan shall match at least 50% of the first 8% of compensation that is deferred by employees who were employed by the Company on the Closing Date and such employees shall be 100% vested in any future matching contributions that are made to their accounts under the Buyer 401(k) Plan (new hires will be subject to the plan's five year vesting at 20% per year). Buyer shall take all actions necessary to cause the Buyer 401(k) Plan to accept rollovers by such eligible employees from the Company 401(k) Plan, including promissory notes evidencing outstanding loans, after the Closing Date; provided that Buyer shall have no obligation to accept a rollover of any promissory note if Buyer reasonably determines that the loan evidenced by such note is not current or was not administered in compliance with its terms or Applicable Law.
Termination of 401(k. The Company shall have terminated each of its Employee Benefit Plans that constitutes a “Code Section 401(k) plan” (each such Employee Benefit Plan, a “Company 401(k) Plan”).
Termination of 401(k. Plan. The Company and any applicable ERISA Affiliates shall take such actions as are necessary to: (a) adopt amendments to the 401(k) Plan required to be adopted in accordance with the Code to reflect qualification requirements that apply as of the date of termination of the 401(k) Plan; (b) terminate the 401(k) Plan effective as of the day immediately prior to the Merger; and (c) cause each affected participant in the 401(k) Plan to be fully vested in his or her account balance under the 401(k) Plan. The Company shall provide current and former employees notice of termination of the 401(k) Plan as required by applicable Law. The 401(k) Plan shall not be assumed or sponsored by Parent, Merger Sub or the Surviving Corporation.
Termination of 401(k. Plan. Unless otherwise requested by Parent prior to the Closing, the Company shall take all actions reasonably necessary to terminate the Imceda Software 401(k) Plan prior to the Closing.
Termination of 401(k. Plan Effective as of the day immediately preceding the Closing Date, the Company shall terminate any and all Benefit Plans intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”) (unless Parent provides written notice to the Company that such 401(k) Plans shall not be terminated). Unless Parent provides such written notice to the Company, no later than five (5) Business Days prior to the Closing Date, the Company shall provide Parent with evidence that such Benefit Plan(s) have been terminated (effective as of the day immediately preceding the Closing Date) pursuant to resolutions of the Company’s Board of Directors. The form and substance of such resolutions shall be subject to the reasonable review and approval of Parent. The Company also shall take such other actions in furtherance of terminating such Benefit Plan(s) as Parent may reasonably require.
Termination of 401(k. Duly authorized and approved resolutions of Organovo’s Board of Directors (or other relevant committee thereof or governing body) authorizing the termination of Organovo’s 401(k) Plan and each other plan required to be terminated pursuant to Section 5.6, effective as of not later than the date immediately prior to the Closing Date.
Termination of 401(k. Plan. Parent shall have received from the Company evidence reasonably satisfactory to Parent that all 401(k) Plans have been terminated pursuant to resolution of the Board of Directors of the Company or the ERISA Affiliate, as the case may be, (the form and substance of which shall have been subject to review and approval of Parent), effective as of no later than the day immediately preceding the Closing Date, and Parent shall have received from the Company evidence of the taking of any and all further actions as provided in Section 2.22(p).
Termination of 401(k. Plan. Effective as of no later than the day immediately preceding the Closing Date, each of the Company and any ERISA Affiliate shall terminate any and all group severance, separation or salary continuation plans, programs or arrangements and any and all plans intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”) (unless Parent provides written notice to the Company that such 401(k) Plans shall not be terminated). Unless Parent provides such written notice to the Company, no later than five (5) Business Days prior to the Closing Date, the Company shall provide Parent with evidence that each 401(k) Plan has been terminated (effective as of no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board, or such ERISA Affiliate, as the case may be. The form and substance of such resolutions shall be subject to review and approval of Parent. The Company also shall take such other actions in furtherance of terminating each 401(k) Plan as Parent may reasonably require.
