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

Termination of 401(k) Plans. Effective as of no later than the day immediately preceding the Closing Date, each of the Company and its Subsidiaries shall terminate any and all Company Employee Plans that 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 Business Days prior to the Closing Date, the Company shall provide Parent with evidence that the 401(k) Plan(s) have been terminated (effective as of no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Directors of the Company or the relevant Subsidiary, as the case may be. The form and substance of such resolutions shall be subject to Parent’s prior approval, which approval shall not be unreasonably withheld. The Company also shall take such other actions in furtherance of terminating the 401(k) Plan(s) as Parent may reasonably require.

Termination of 401(k) Plans. Effective as of no later than the day immediately preceding the Closing Date, each of the Company and Company, its Subsidiaries and any ERISA Affiliate shall terminate any and all Company Employee Plans that intended to include a Code Section 401(k) arrangement (each, each a “401(k) Plan”) (unless Parent provides written notice to the Company that any such 401(k) plans plan shall not be terminated). Unless Parent provides such written notice to the Company, no later than five Business Days prior to the Closing Date, the Company shall provide Parent with evidence that the 401(k) such Company Employee Plan(s) have been terminated (effective as of no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Directors of the Company Company, its Subsidiaries or the relevant Subsidiarysuch ERISA Affiliate, as the case may be. The form and substance of such resolutions shall be provided by Parent subject to Parent’s prior approval, which the reasonable and timely approval shall not be unreasonably withheldof the Company. The Company also shall take such other actions in furtherance of terminating the 401(k) such Company Employee Plan(s) as Parent may reasonably require.

Termination of 401(k) Plans. Effective as of no later than To the day immediately preceding the Closing Date, each of the Company and its Subsidiaries shall terminate any and all Company Employee Plans that include a Code Section 401(k) arrangement (each, a “401(k) Plan”) (unless extent requested in writing by 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 Business Days (5) business days prior to the Closing Date, the Company shall provide Parent with evidence that the 401(ktake (or cause to be taken) Plan(s) have been terminated (all actions necessary or appropriate to terminate, effective as of no later than the day date immediately preceding the Closing Date, any Company Employee Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) pursuant to resolutions of the Code (the “401(k) Plans”). If Parent provides such notice to the Company prior to such five (5) business day period, Parent shall receive from the Company, prior to the Effective Time of the Company Merger, evidence that the Company’s Board of Directors of has adopted resolutions to terminate the Company or 401(k) Plans (the relevant Subsidiary, as the case may be. The form and substance of such which resolutions shall be subject to review and approval of Parent’s prior approval, which approval shall not be unreasonably withheld), effective no later than the date immediately preceding the Closing Date. The Company shall also shall take such other actions in furtherance of terminating the 401(k) Plan(s) Plans as Parent may reasonably require.

Termination of 401(k) Plans. Effective as of no later than the day immediately preceding the Closing Date, each of the Company and Company, its Subsidiaries and any ERISA Affiliate shall terminate any and all Company Employee Plans that 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 Business Days prior to the Closing Date, the Company shall provide Parent with evidence that the 401(k) such Company Employee Plan(s) have been terminated (effective as of no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Directors of the Company Company, its Subsidiaries or the relevant Subsidiarysuch ERISA Affiliate, as the case may be. The form and substance of such resolutions shall be subject to review and approval of Parent’s prior approval, which approval shall not be unreasonably withheld. The Company also shall take such other actions in furtherance of terminating the 401(k) such Company Employee Plan(s) as Parent may reasonably require.