Common use of Termination of 401(k) Plan Clause in Contracts

Termination of 401(k) Plan. Unless otherwise directed in writing by Parent at least five business days prior to the consummation of the Offer, and to the extent permitted by Applicable Law, the Company will terminate any and all Employee Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective as of the day immediately preceding the date the Company becomes a member of the same Controlled Group of Corporations (as defined in Section 414(b) of the Code) as Parent (the “401(k) Termination Date”). The Company shall provide Parent evidence that such resolutions to terminate the 401(k) plan(s) of the Company and its Subsidiaries have been adopted by the Company Board or the board of directors of its Subsidiaries, as applicable. The form and substance of such resolutions shall be subject to the reasonable approval of Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. Immediately prior to the 401(k) Termination Date, the Company will make (or cause to be made) all necessary payments to fund the contributions (i) necessary or required to maintain the tax-qualified status of any such 401(k) plan and (ii) for elective deferrals made pursuant to any such 401(k) plan for the period prior to its termination. As promptly as practicable after the 401(k) Termination Date and subject to the terms of Parent’s 401(k) plan, Parent shall permit all employees of the Company and its Subsidiaries who were eligible to participate in any such 401(k) plan immediately prior to the 401(k) Termination Date to participate in Parent’s 401(k) plan, and to the extent permitted by the terms of the applicable plan, shall permit each continuing employee of the Company and its Subsidiaries to elect to roll over his or her account balance from any terminated 401(k) plan maintained by the Company or any of its Subsidiaries, to Parent’s 401(k) plan.

Termination of 401(k) Plan. Unless otherwise directed in writing by Parent at least five business At Parent’s written request, delivered no later than fifteen (15) days prior to the consummation Closing, the Company shall terminate the Furmanite Corporation 401(k) Savings and Investment Plan (the “Company 401(k) Plan”) effective immediately prior to the Closing Date and contingent upon the occurrence of the OfferClosing, and upon such termination, shall cease all further contributions to the Company 401(k) Plan for pay periods beginning on and after the Closing Date and, to the extent permitted by Applicable the Company 401(k) Plan provides for loans to participants, and upon such termination, shall cease making any such additional loans effective immediately prior to the Closing Date. If Parent does not instruct the Company to terminate the Company 401(k) Plan, nothing herein shall be deemed to prevent the Surviving Corporation or Parent from terminating the Company 401(k) Plan following the Closing in accordance with applicable Law. In the event that Parent instructs the Company to terminate the Company 401(k) Plan, (a) prior to the Closing Date and thereafter (as applicable), the Company will terminate and Parent shall take any and all Employee Plans intended action as may be required, including amendments to qualify as a qualified cash or deferred arrangement under Section the Company 401(k) Plan and/or the corresponding 401(k) plan sponsored or maintained by Parent or one of the Code, effective as of the day immediately preceding the date the Company becomes a member of the same Controlled Group of Corporations (as defined in Section 414(b) of the Code) as Parent its Subsidiaries (the “Parent 401(k) Termination DatePlan”). The Company shall provide Parent evidence that such resolutions ) to terminate comply with applicable Law, (b) subject to the 401(k) plan(s) receipt of a favorable IRS determination letter with respect to the termination of the Company and its Subsidiaries have been adopted by the Company Board or the board of directors of its Subsidiaries, as applicable. The form and substance of such resolutions shall be subject to the reasonable approval of Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. Immediately prior Plan, to the 401(k) Termination Date, the Company will make (or cause to be made) all necessary payments to fund the contributions (i) necessary or required to maintain the tax-qualified status of any such 401(k) plan and (ii) for elective deferrals made pursuant to any such 401(k) plan for the period prior to its termination. As promptly as practicable after the 401(k) Termination Date and subject to the terms of Parent’s 401(k) plan, Parent shall permit all employees each employee of the Company and its Subsidiaries who were continues to be employed by Parent or its Subsidiaries (including, for the avoidance of doubt the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”) to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in cash or notes (in the case of loans) in an amount equal to participate in any the eligible rollover distribution portion of the account balance distributable to such Continuing Employee from the Company 401(k) plan immediately prior Plan to the corresponding Parent 401(k) Termination Date to participate in Parent’s 401(k) planPlan, and to the extent permitted by the terms of the applicable plan, shall permit each continuing employee (c) upon any termination of the Company and its Subsidiaries to elect to roll over his or her account balance from any terminated 401(k) plan maintained by Plan in accordance with this Section 6.03, the Company or any Continuing Employees shall be eligible to participate, effective as of its Subsidiariesthe Effective Time, to Parent’s in the Parent 401(k) planPlan.

Termination of 401(k) Plan. Unless otherwise directed in writing by Parent at least five business days prior Prior to the Effective Time and subject to the consummation of the OfferMerger, Company shall cause to be adopted resolutions of Company’s board of directors, and shall take all other steps necessary, to the extent permitted by Applicable Lawterminate, the Company will and/or terminate its participation in, any and all Employee Company Benefit Plans intended to qualify as a qualified cash or deferred arrangement under comply with Section 401(k) of the Code, effective as of specifically including the day immediately preceding the date the Company becomes a member of the same Controlled Group of Corporations Iowa First Bancshares Corp. 401(k) Plan with Employee Stock Ownership Provisions (as defined in Section 414(b) of the Code) as Parent (collectively, the “401(k) Termination DatePlan”). The Such termination shall be effective no later than immediately preceding the Effective Time. In furtherance thereof, Company agrees that Parent shall provide Parent evidence that such resolutions be authorized and permitted to terminate appoint a committee (the “Committee”), if necessary, to serve from and after the Effective Time to complete all administration related to the termination of the 401(k) plan(s) of the Company and its Subsidiaries have been adopted by the Company Board or the board of directors of its Subsidiaries, as applicable. The form and substance of such resolutions shall be subject to the reasonable approval of Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. Immediately Plan not completed prior to the Effective Time, and to serve as plan administrator of any 401(k) Termination DatePlan. Company further agrees with respect to any 401(k) Plan being terminated: (a) to amend the 401(k) Plan, as necessary, to accomplish the Company will make termination and reserve the power in the Committee to further amend the 401(k) Plan following the date of termination to the extent necessary to comply with applicable Law or to facilitate the termination thereof and obtain from the IRS a favorable determination letter as to the effect of the termination on the qualified status of the 401(k) Plan; (or cause b) authorize the filing of the 401(k) Plan by the Committee with the IRS for a determination letter as to the effect of the termination on the qualified status of the 401(k) Plan, and authorize the payment of the application fee in connection therewith; and (c) provide for the distribution of benefits from the 401(k) Plan as permitted under applicable Law in connection with such termination after receipt of such favorable determination letter. Following the effective date of the termination of the 401(k) Plan, no distributions shall be mademade from the 401(k) all necessary payments to fund the contributions Plan except: (i) necessary as may be required by applicable Law; or required to maintain the tax-qualified status of any such 401(k) plan and (ii) for elective deferrals made pursuant to any such 401(k) plan for the period prior to its termination. As promptly as practicable after the 401(k) Termination Date and subject to the terms of Parent’s 401(k) plan, Parent shall permit all employees of the Company and its Subsidiaries who were eligible to participate in any such 401(k) plan immediately prior to the 401(k) Termination Date to participate in Parent’s 401(k) plan, and to the extent permitted by accordance with the terms of the applicable plan, shall permit each continuing employee 401(k) Plan regarding distributable events in the ordinary course other than due to such termination of the Company and its Subsidiaries to elect to roll over his or her account balance from any terminated 401(k) plan maintained by the Company Plan (e.g., retirement or any termination of its Subsidiariesemployment), to Parent’s 401(k) planuntil receipt of such favorable determination letter.

Termination of 401(k) Plan. Unless otherwise directed in writing by Parent at least five business days prior The Company shall take (or cause to be taken) all actions necessary or appropriate to terminate, effective no later than the consummation of day immediately preceding the OfferClosing Date, and to the extent permitted by Applicable Law, the Company will terminate any and all Employee Plans intended to qualify as Plan that contains a qualified cash or deferred arrangement intended to qualify under Section 401(k) of the Code, effective as of the day immediately preceding the date the Company becomes a member of the same Controlled Group of Corporations (as defined in Section 414(b) of the Code) as Parent Code (the “401(k) Termination DatePlans”), unless the Acquirer or one of its Affiliates, in its sole and absolute discretion, agrees to sponsor and maintain such 401(k) Plans by providing the Company with written notice of such election at least five (5) days before the Closing. The Company Unless the Acquirer or one of its Affiliates provides such notice to the Company, the Acquirer shall provide Parent receive from the Company, prior to the Closing, evidence that such the board of directors of the Company has adopted resolutions to terminate the 401(k) plan(s) of Plans (the Company and its Subsidiaries have been adopted by the Company Board or the board of directors of its Subsidiaries, as applicable. The form and substance of such which resolutions shall be subject to the reasonable review and approval of Parentthe Acquirer), effective no later than the date immediately preceding the Closing Date. In the event that the distributions of assets from the trust of a 401(k) Plan which is terminated is reasonably anticipated to trigger liquidation charges, surrender charges or other fees to be imposed upon the account of any participant or beneficiary of such terminated plan or upon the Company or plan sponsor, then the Company shall take (or cause to be taken) such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate in writing to the Acquirer prior to the Closing. The Company shall also take (or cause to be taken) such other actions in furtherance of terminating any such 401(k) plans Plans as Parent the Acquirer may reasonably requestrequire. Immediately prior If the Acquirer, in its sole and absolute discretion, agrees to the sponsor and maintain any 401(k) Termination DatePlan, the Company will make (or cause to be made) all necessary payments to fund the contributions (i) necessary or required to maintain the tax-qualified status of any shall amend such 401(k) plan and (ii) for elective deferrals made pursuant to any such 401(k) plan for Plan, effective as of the period prior to its termination. As promptly as practicable after the 401(k) Termination Date and subject Closing, to the terms of Parent’s 401(k) plan, Parent shall permit all extent necessary to limit participation to employees of the Company and its Subsidiaries who were eligible to participate in any such 401(k) plan immediately prior to the 401(k) Termination Date to participate in Parent’s 401(k) plan, and to the extent permitted by the terms exclude all employees of the applicable plan, shall permit each continuing employee of the Company Acquirer and its Subsidiaries to elect to roll over his or her account balance (other than the Company) from any terminated 401(k) plan maintained by participation in the Company or any of its Subsidiaries, to Parent’s 401(k) such plan.

Termination of 401(k) Plan. Unless Purchaser requests otherwise directed in writing by Parent at least five business days Business Days prior to the consummation Effective Date, Corporation shall, effective as of at least one day prior to the Effective Date and contingent on the occurrence of the OfferEffective Time, terminate Corporation’s 401(k) Plan and to the extent permitted by Applicable Law, the Company will terminate any and all Employee Plans other defined contribution retirement plan that is intended to qualify as a qualified cash or deferred arrangement under meet the requirements of Section 401(k) of the U.S. Internal Revenue Code, effective as and which is sponsored, or contributed to, by Corporation or any of the day immediately preceding the date the Company becomes a member of the same Controlled Group of Corporations its Subsidiaries (as defined in Section 414(b) of the Code) as Parent (collectively, the “401(k) Termination DatePlan”). The Company ) and no further contributions shall provide Parent evidence that such resolutions be made to terminate the 401(k) plan(s) Plan on or after the Effective Date with respect to compensation earned after the termination date of the Company 401(k) Plan, provided however, that any participant deferrals that are withheld from participants’ pay prior to the termination date of the 401(k) Plan that have not yet been deposited to the trust funding the 401(k) Plan as of such 401(k) Plan termination date may be deposited to such trust and its Subsidiaries have been adopted by allocated to participants’ account under the Company 401(k) Plan as soon as commercially practicable following the 401(k) Plan termination date. Unless Purchaser requests that the 401(k) Plan not be terminated, Corporation shall provide to Purchaser (a) executed resolutions of the Board (or the board of directors of its Subsidiaries, as applicable. The form ) authorizing such termination, and substance of such resolutions shall be subject to the reasonable approval of Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k(b) plans as Parent may reasonably request. Immediately prior executed amendments to the 401(k) Termination DatePlan which are sufficient to assure compliance with all applicable requirements of the U.S. Code and regulations thereunder, the Company will make (or cause to be made) all necessary payments to fund the contributions (i) necessary or required to maintain including such that the tax-qualified status of any such 401(k) plan and (ii) for elective deferrals made pursuant to any such 401(k) plan for the period prior to its termination. As promptly as practicable after the 401(k) Termination Date Plan will be maintained at the time of termination (the form and substance of which shall be subject to the terms of Parent’s reasonable prior review and comment by Purchaser). Purchaser shall designate a tax-qualified defined contribution retirement plan with a cash or deferred arrangement under Section 401(k) plan, Parent shall permit all employees of the Company and U.S. Internal Revenue Code that is sponsored by the Purchaser or one of its Subsidiaries who were eligible to participate in any such (the “Purchaser 401(k) plan immediately prior to Plan”) that will cover Corporation Employees who remain employed after the Effective Date. In connection with the termination of the 401(k) Termination Date Plan, Purchaser shall use commercially reasonable best efforts to participate in Parent’s cause the Purchaser 401(k) plan, Plan to accept from the 401(k) Plan the “direct rollover” of the account balance of each such Corporation Employee who participated in the 401(k) Plan as of the date such plan is terminated and to the extent permitted by who elects such direct rollover in accordance with the terms of the applicable plan, shall permit each continuing employee of the Company and its Subsidiaries to elect to roll over his or her account balance from any terminated 401(k) plan maintained by Plan and the Company or any of its Subsidiaries, to Parent’s 401(k) planU.S. Internal Revenue Code.

Termination of 401(k) Plan. Unless otherwise directed in writing by Parent at least five business days prior The Company shall take (or cause to the consummation of the Offer, and be taken) all actions necessary or appropriate to the extent permitted by Applicable Law, the Company will terminate any and all Employee Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Codeterminate, effective as of no later than the day immediately preceding the date Closing Date, the Company becomes a member of the same Controlled Group of Corporations (as defined in Section 414(b) of the Code) as Parent AssureRx Health Retirement Plan (the “401(k) Termination Plan”) unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain the 401(k) Plan by providing the Company with written notice of such election (an “Election Notice”) at least five (5) Business Days prior to the Closing Date”). The Unless Parent provides an Election Notice to the Company, the Company shall provide Parent deliver to Parent, prior to the Closing Date, evidence that such the Company’s board of directors has validly adopted resolutions to terminate the 401(k) plan(s) of Plan (the Company and its Subsidiaries have been adopted by the Company Board or the board of directors of its Subsidiaries, as applicable. The form and substance of such which resolutions shall be subject reasonably satisfactory to Parent), effective no later than the reasonable approval date immediately preceding the Closing Date. In connection with the termination of Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. Immediately prior to the 401(k) Termination Date, the Company will make (or cause to be made) all necessary payments to fund the contributions (i) necessary or required to maintain the tax-qualified status of any such 401(k) plan and (ii) for elective deferrals made pursuant to any such 401(k) plan for the period prior to its termination. As promptly as practicable after the 401(k) Termination Date and subject to the terms of Parent’s 401(k) planPlan, Parent shall permit all employees each Acquired Company employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including all participant loans) in an amount equal to the eligible rollover distribution portion of the account balance distributed to each such Acquired Company and its Subsidiaries who were eligible to participate in any such 401(k) plan immediately prior to employee from the 401(k) Termination Date Plan to participate in Parent’s 401(kan “eligible retirement plan” (within the meaning of Section 401(a)(31) plan, and to the extent permitted by the terms of the applicable plan, shall permit each continuing employee Code) of the Company and its Subsidiaries to elect to roll over his or her account balance from any terminated 401(k) plan maintained by the Company Parent or any of its Subsidiaries, to Parent’s Affiliates (the “Parent 401(k) planPlan”). In the event that the distributions of assets from the trust of a 401(k) Plan which is terminated is reasonably anticipated to trigger liquidation charges, surrender charges, or other fees to be imposed upon the account of any participant or beneficiary of such terminated plan or upon any Company or plan sponsor, then the Company shall take such actions as are necessary to reasonably estimate the amount of such charges or fees and provide such estimate in writing to Parent prior to the Effective Time.

Termination of 401(k) Plan. Unless otherwise directed in writing by Parent at least five business days prior to the consummation of the Offer, and to the extent permitted by Applicable Law, the Company will terminate any and all Employee Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective as of the day immediately preceding the date the Company becomes a member of the same Controlled Group of Corporations (as defined in Section 414(b) of the Code) as Parent (the “401(k) Termination Date”). The Company shall provide Parent evidence that such resolutions to terminate the 401(k) plan(s) of the Company and its Subsidiaries have been adopted by the Company Board (or the board of directors of its Subsidiaries, as applicable. The form and substance of such ) will adopt, or will cause to be adopted, all necessary corporate resolutions (which shall be subject to the Parent’s reasonable approval of Parent. The Company shall also take such other actions in furtherance of terminating any such review and approval) to terminate each 401(k) plans Plan sponsored or maintained by the Company (or Subsidiary), effective as Parent of no later than one day prior to Closing (but such termination may reasonably requestbe contingent upon the Closing). Immediately prior to the 401(k) Termination Datesuch termination, the Company will make (or cause to be maderelevant Subsidiary) will have made all necessary payments to fund the contributions contributions: (ia) necessary or required to maintain the tax-qualified status of any such the 401(k) plan and Plan; (iib) for elective deferrals made pursuant to any such the 401(k) plan Plan for the period prior to its termination; and (c) for any employer contributions (including, without limitation, any matching contributions) for the period prior to termination. As promptly For this purpose, the term “401(k) Plan” means any plan intended to be qualified under Code Section 401(a) which includes a cash or deferred arrangement intended to qualify under Code Section 401(k). The Company shall provide Parent with a copy of resolutions duly adopted by the Company’s board of directors (or its Subsidiary’s board of directors, as practicable after applicable) so terminating any such 401(k) Plan. In the event that termination of the 401(k) Termination Date and subject Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees (other than ordinary administrative fees in connection with such termination), then the Company shall pay or provide for payment of the amount of such charges and/or fees prior to the terms of Parent’s 401(k) plan, Closing Date. Parent shall permit all the employees of the Company and its Subsidiaries who were eligible continue to participate in be so employed after the Closing with Parent or any such 401(k) plan immediately prior to the 401(k) Termination Date to participate in Parent’s 401(k) plan, and to the extent permitted by the terms of the applicable plan, shall permit each continuing employee of its Affiliates (including the Company and its Subsidiaries Subsidiaries) to elect be eligible to roll over his or her account balance from any terminated participate (with no waiting period) in a 401(k) plan Plan of Parent or one of its Affiliates effective on or promptly after the Closing and shall cause such 401(k) Plan to accept rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including participant loan notes) from 401(k) Plan maintained by the Company or any of its Subsidiaries, to Parent’s 401(k) planCompany.

Termination of 401(k) Plan. Unless otherwise directed in writing by Parent at least five business days prior Prior to the Effective Time and subject to the consummation of the Offer, and to the extent permitted by Applicable LawMerger, the Company will shall cause to be adopted resolutions of its board of directors and shall take all steps necessary to terminate, and/or terminate its participation in, any and all Employee Plans employee benefit plans intended to qualify as a qualified cash or deferred arrangement under comply with Section 401(k) of the CodeCode (collectively, effective as of the day immediately preceding the date the Company becomes a member of the same Controlled Group of Corporations (as defined in Section 414(b) of the Code) as Parent (the “401(k) Termination DatePlan”). The Such termination shall be effective no later than immediately preceding the Effective Time. In furtherance thereof, the Company agrees that Guaranty shall provide Parent evidence that such resolutions be authorized and permitted to terminate appoint a committee (the “Committee”), if necessary, to serve from and after the Effective Time to complete all administration related to the termination of the 401(k) plan(s) of the Company and its Subsidiaries have been adopted by the Company Board or the board of directors of its Subsidiaries, as applicable. The form and substance of such resolutions shall be subject Plan not completed prior to the reasonable approval Effective Time, and to serve as plan administrator of Parentany 401(k) Plan. The Company shall also take such other actions in furtherance of terminating further agrees with respect to any such 401(k) plans as Parent may reasonably request. Immediately prior plan being terminated: (a) to amend the 401(k) Termination DatePlan, as necessary, to accomplish the Company will make termination and reserve the power in the Committee to further amend the 401(k) Plan following the date of termination to the extent necessary to comply with all Applicable Law or to facilitate the termination thereof and obtain a favorable determination letter as to the effect of the termination on the qualified status of the 401(k) Plan; (or cause b) authorize the filing of the 401(k) Plan by the Committee with the Internal Revenue Service for a determination letter as to the effect of the termination on the qualified status of the 401(k) Plan, and authorize the payment of the application fee in connection therewith; and (c) provide for the distribution of benefits from the 401(k) Plan as permitted under Applicable Law in connection with such termination after receipt of such favorable determination letter. Following the effective date of the termination of the 401(k) Plan, no distributions shall be mademade from the 401(k) all necessary payments to fund the contributions Plan except: (i) necessary as may be required by Applicable Law; or required to maintain the tax-qualified status of any such 401(k) plan and (ii) for elective deferrals made pursuant to any such 401(k) plan for the period prior to its termination. As promptly as practicable after the 401(k) Termination Date and subject to the terms of Parent’s 401(k) plan, Parent shall permit all employees of the Company and its Subsidiaries who were eligible to participate in any such 401(k) plan immediately prior to the 401(k) Termination Date to participate in Parent’s 401(k) plan, and to the extent permitted by accordance with the terms of the applicable plan, shall permit each continuing employee of the Company and its Subsidiaries to elect to roll over his or her account balance from any terminated 401(k) plan maintained by Plan regarding distributable events in the Company ordinary course other than due to such termination (e.g., retirement or any termination of its Subsidiariesemployment), to Parent’s 401(k) planuntil receipt of such favorable determination letter.

Termination of 401(k) Plan. Unless otherwise directed in writing by Parent at least five business days prior Prior to the consummation of the Offer, and to the extent permitted by Applicable LawClosing Date, the Company will (a) terminate any and all Employee Plans each Benefit Plan that is intended to qualify as constitute a qualified cash or deferred arrangement under Section 401(k) of the Codeplan (each, a “Company 401(k) Plan”) effective as of no later than the day immediately preceding the date Closing Date, provided that such termination may be contingent upon the Closing, (b) adopt any and all amendments to each Company 401(k) Plan as may be necessary to ensure compliance with all applicable requirements of the Code (including all qualification requirements), and (c) take all other actions as Buyer may reasonably direct in connection with the termination of any Company 401(k) Plan, unless Buyer notifies the Company becomes a member in writing at least three (3) days prior to the Closing Date that termination of the same Controlled Group of Corporations (as defined in Section 414(b) of the Code) as Parent (the “such Company 401(k) Termination Plan is not necessary. Unless Buyer provides the notice described in the preceding sentence to the Company, the Company will, prior to the Closing Date”). The , provide Buyer with evidence satisfactory to Buyer that (i) each Company shall provide Parent evidence that such resolutions to terminate the 401(k) plan(s) Plan has been terminated effective no later than the day before the Closing Date pursuant to resolutions of the Company and its Subsidiaries have been adopted by the Company Board or the board of directors of its Subsidiariesthe Company, as applicable. The provided that such termination may be contingent upon the Closing (the form and substance of such resolutions shall will be subject to the reasonable prior review and approval of Parent. The Company shall also take Buyer (such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. Immediately prior to the 401(k) Termination Date, the Company will make (or cause approval not to be made) all necessary payments to fund the contributions (i) necessary unreasonably withheld, conditioned or required to maintain the tax-qualified status of any such 401(k) plan and delayed)), (ii) for elective deferrals made pursuant to any such each Company 401(k) plan for Plan has been amended to ensure compliance with all applicable requirements of the period prior to its termination. As promptly as practicable after Code, including all qualification requirements (the 401(k) Termination Date form and substance of such amendments will be subject to the terms prior review and approval of Parent’s Buyer (such approval not to be unreasonably withheld, conditioned or delayed)), and (iii) all other actions reasonably directed by Buyer in connection with the termination of any Company 401(k) plan, Parent shall permit all employees of the Company and its Subsidiaries who were eligible to participate in any such 401(k) plan immediately prior to the 401(k) Termination Date to participate in Parent’s 401(k) plan, and to the extent permitted by the terms of the applicable plan, shall permit each continuing employee of the Company and its Subsidiaries to elect to roll over his or her account balance from any terminated 401(k) plan maintained by the Company or any of its Subsidiaries, to Parent’s 401(k) planPlan have been taken.

Termination of 401(k) Plan. Unless otherwise directed in writing by Parent at least five business days prior Prior to the Effective Time and subject to the consummation of the Offer, and to the extent permitted by Applicable LawMerger, the Company will shall cause to be adopted resolutions of the Company Board, and shall take all other steps necessary, to terminate, and/or terminate its participation in, any and all Employee Company Benefit Plans intended to qualify as a qualified cash or deferred arrangement under comply with Section 401(k) of the CodeCode (collectively, effective as of the day immediately preceding the date the Company becomes a member of the same Controlled Group of Corporations (as defined in Section 414(b) of the Code) as Parent (the “401(k) Termination DatePlan”). The Such termination shall be effective no later than immediately preceding the Effective Time. In furtherance thereof, the Company agrees that Acquiror shall provide Parent evidence that such resolutions be authorized and permitted to terminate appoint a committee (the “Committee”), if necessary, to serve from and after the Effective Time to complete all administration related to the termination of the 401(k) plan(s) of the Company and its Subsidiaries have been adopted by the Company Board or the board of directors of its Subsidiaries, as applicable. The form and substance of such resolutions shall be subject Plan not completed prior to the reasonable approval Effective Time, and to serve as plan administrator of Parentany 401(k) Plan. The Company shall also take such other actions in furtherance of terminating further agrees with respect to any such 401(k) plans as Parent may reasonably request. Immediately prior Plan being terminated: (a) to amend the 401(k) Termination DatePlan, as necessary, to accomplish the Company will make termination and reserve the power in the Committee to further amend the 401(k) Plan following the date of termination to the extent necessary to comply with all applicable Legal Requirements or to facilitate the termination thereof and obtain from the IRS a favorable determination letter as to the effect of the termination on the qualified status of the 401(k) Plan; (or cause b) authorize the filing of the 401(k) Plan by the Committee with the IRS for a determination letter as to the effect of the termination on the qualified status of the 401(k) Plan, and authorize the payment of the application fee in connection therewith; and (c) provide for the distribution of benefits from the 401(k) Plan as permitted under applicable Legal Requirements in connection with such termination after receipt of such favorable determination letter. Following the effective date of the termination of the 401(k) Plan, no distributions shall be mademade from the 401(k) all necessary payments to fund the contributions Plan except: (i) necessary as may be required by applicable Legal Requirements; or required to maintain the tax-qualified status of any such 401(k) plan and (ii) for elective deferrals made pursuant to any such 401(k) plan for the period prior to its termination. As promptly as practicable after the 401(k) Termination Date and subject to the terms of Parent’s 401(k) plan, Parent shall permit all employees of the Company and its Subsidiaries who were eligible to participate in any such 401(k) plan immediately prior to the 401(k) Termination Date to participate in Parent’s 401(k) plan, and to the extent permitted by accordance with the terms of the applicable plan, shall permit each continuing employee 401(k) Plan regarding distributable events in the ordinary course other than due to such termination of the Company and its Subsidiaries to elect to roll over his or her account balance from any terminated 401(k) plan maintained by the Company Plan (e.g., retirement or any termination of its Subsidiariesemployment), to Parent’s 401(k) planuntil receipt of such favorable determination letter.