Termination of Company 401(k) Plan. (1) If requested in writing by Parent at least ten (10) business days prior to the Effective Time, the Company shall adopt resolutions of its board of directors to terminate the Company’s 401(k) Savings Plan (the “Company 401(k) Plan”) effective immediately prior to, and conditioned upon the occurrence of, the Effective Time and to fully vest all participants in such Company 401(k) Plan. Before adopting such resolutions, the Company shall provide a draft of such resolutions to Parent for an opportunity to comment thereon, which Parent shall not unreasonably delay.
Termination of Company 401(k) Plan. (a) Contingent upon the Closing Date, the Company shall take all necessary actions to terminate the Company 401(k) Plan, with such termination effective as of no later than the date immediately preceding the Closing Date. The Company shall provide Parent with a copy of any resolutions or other corporate action (the form and substance of which shall be subject to review and approval by Parent,, such approval not to be unreasonably withheld, conditioned or delayed) evidencing that the Company 401(k) Plan will be terminated effective as of no later than the date immediately preceding the Closing Date, contingent upon the Closing Date, and will adopt any necessary amendments to the Company 401(k) Plan to effect such termination
Termination of Company 401(k) Plan. The Company agrees to adopt resolutions to terminate its 401(k) plan immediately prior to Closing, unless the Parent, in its sole and absolute discretion, provides written notice to the Company that such 401(k) plan shall not be terminated before the Effective Time. Unless the Parent provides such notice to the Company, the Parent shall receive from the Company evidence that the Company’s Board of Directors has adopted resolutions to terminate the 401(k) plan (the form and substance of which resolutions shall be subject to review and approval of the Parent), effective as of the day immediately preceding the Closing Date but contingent on the Closing.
Termination of Company 401(k) Plan. Prior to the Closing Date, the Company and the Sellers will take all actions and to do all things necessary, proper or advisable to freeze and terminate the Company 401(k) Plan, with the actual effective date of such freeze and termination of the Company 401(k) Plan to be effective no later than immediately prior to the Closing. As a result of such freeze and termination of the Company 401(k) Plan, no compensation payable after the Closing will result in any employee or employer contribution to the Company 401(k) Plan. Following the Closing, Affected Employees who were eligible to participate in the Company 401(k) Plan shall be eligible to participate in a defined contribution plan that is intended to be qualified under Section 401(a) of the Code and that contains a feature as described in Section 401(k) of the Code, and the Buyer shall cause such qualified defined contribution plan to accept as rollovers any distributions made to Affected Employees who participate in the Company 401(k) Plan, including distributions of loans, that qualify as eligible rollover distributions as described in the Code. Any such rollovers, with the exceptions of loans, shall be made to such qualified defined contribution plan of the Buyer in cash.
Termination of Company 401(k) Plan. Prior to the Closing Date, the Company and the Sellers will take all actions and to do all things necessary, proper or advisable to freeze and terminate the Company 401(k) Plan, with the actual effective date of such freezing and termination of the plan to be effective no later than immediately prior to the Closing, and will have contributed to the trust funding the Company 401(k) Plan sufficient cash to satisfy all benefits payable under the Company 401(k) Plan as a result of such termination. Following the Closing, Buyer shall cause the Buyer’s or one of its Affiliate’s 401(k) or other defined contribution retirement plan that is, or is intended to be, qualified within the meaning of Section 401(a) of the Code to accept as rollovers any distributions made to participants under the Company 401(k) Plan that satisfy the requirements of an eligible rollover distribution as defined under the Code and the terms of such 401(k) or other defined contribution retirement plan.
Termination of Company 401(k) Plan. The Company shall, or shall cause the applicable plan sponsor, at least one day prior to the Closing Date, to (i) cease contributions to, and adopt written resolutions (or take other necessary and appropriate action(s)) to terminate the SolAero Technologies Corp. 401(k) Plan (the “Company 401(k) Plan”) in compliance with its terms and the requirements of applicable Law and (ii) one hundred percent (100%) vest all participants under the Company 401(k) Plan, such termination, cessation of contributions and vesting to be effective no later than the day preceding the Closing Date (the “401(k) Termination Date”).
Termination of Company 401(k) Plan. Company shall take all actions necessary to terminate, effective no later than the day prior to the Effective Time but contingent on the occurrence of the Closing, the Company 401(k) Plan. As soon as administratively feasible after the Closing Date, the Company Continuing Employees shall be eligible to participate in the Parent 401(k) Plan on the same terms and conditions applicable to employees of Parent or any of its subsidiaries. In addition, Parent shall take all such reasonable actions, to the extent allowable by Law, to distribute the benefits of participants and beneficiaries in liquidation of the Company 401(k) Plan. Further, Parent shall use its best efforts, to the extent allowable by Law, to permit a Company Continuing Employee with an outstanding loan under the Company 401(k) Plan, to rollover such outstanding loan balance to the Parent 401(k) Plan, provided, however, that the Company Continuing Employee may transfer such loan only if such loan is not in default and such Company Continuing Employee elects to rollover his/her entire account balance under the Company 401(k) Plan to the Parent 401(k) Plan.
Termination of Company 401(k) Plan. The Shareholders shall ---------------------------------- have caused the Company to, and the Company shall have, terminated the Company 401(k) Plan prior to the Closing Date and shall have delivered to Buyer written evidence of the foregoing termination in form and substance reasonably acceptable to Buyer.
Termination of Company 401(k) Plan. To the extent requested in writing by Parent at least ten (10) Business Days prior to the Effective Time, the Company shall, or shall cause its applicable Affiliate to, (i) take all actions necessary to terminate the Company 401(k) Plan, effective no later than the day immediately preceding the Effective Time and (ii) provide Parent with evidence that the Company 401(k) Plan has been terminated, with the termination of the Company 401(k) Plan effective no later than the day immediately preceding the Effective Time, pursuant to a duly adopted resolution of the Company or its applicable Affiliate (the form and substance of which shall be subject to review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed) not later than seven (7) days prior to the Effective Time. If the Company 401(k) Plan is terminated in accordance with this Section 6.10(f), Parent shall or shall cause its applicable Affiliate to permit each Continuing Employee who participated in the Company 401(k) Plan immediately prior to the Effective Time to (i) participate in a tax-qualified defined contribution retirement plan sponsored by Parent or its applicable Affiliate (the “Parent 401(k) Plan”), effective as soon as possible after the Effective Time, but in no case later than the first day of the month following the Effective Time, and (ii) make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including loans) in the form of cash, notes (in the case of loans) or a combination thereof, in an amount equal to the account balance distributed or distributable to such Continuing Employee from the Company 401(k) Plan to the Parent 401(k) Plan, provided that all such rollovers are in a single plan-to-plan transfer (to the extent the recordkeeper of the Company 401(k) Plan can accommodate such plan-to-plan transfer), and shall credit to such Continuing Employee for all purposes under the Parent 401(k) Plan all service credited by the Company or any of its Subsidiaries prior to the Closing under the Company 401(k) Plan, pursuant to the terms of the Company 401(k) Plan in effect as of the date of this Agreement.
Termination of Company 401(k) Plan. The Company shall, or shall cause each of the Cavalier Entities, to (i) terminate the Company 401(k) Plan effective immediately prior to the Closing Date and make all contributions required for periods through such termination date, (ii) cease all further contributions to the Company 401(k) Plan with respect to pay periods beginning on and after the Closing Date (other than as required to repay loans thereunder), and (iii) cease making any additional loans to participants under the Company 401(k) Plan effective as of the termination of such Company 401(k)
