Additional Benefits Matters. Seller shall take all necessary actions to effect the transactions described in Sections 3.4(a), (b) and (c) above pursuant to the terms of the applicable Seller Stock Option Plans and agreements evidencing the Seller Stock Options and Restricted Stock. All amounts payable pursuant to Section 3.4(a) and (c) shall be paid without interest, and no Unvested Cash or rights to receive any payments pursuant to Section 3.4(a) or (c) may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Parent, or be taken or reached by any legal or equitable process in satisfaction of any liability of such Person, prior to the distribution to such Person of such Unvested Cash or payment pursuant to Section 3.4(a) or (c) in accordance with this Agreement. Any payments made pursuant to 3.4(a) or (c) shall be net of all applicable withholding taxes that Parent, Purchaser, the Surviving Corporation and the Paying Agent, as the case may be, shall be required or otherwise permitted by applicable Law to deduct and withhold from the relevant Option Consideration, Unvested Cash or Merger Consideration under the Code, the rules and regulations promulgated thereunder or any provision of applicable state, local or foreign law. To the extent that amounts are so withheld by Parent, Purchaser, the Surviving Corporation or the Paying Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Cancelled Seller Stock Options, Unvested Cash or Restricted Stock in respect of which such deduction and withholding was made by Parent, Purchaser, the Surviving Corporation or the Paying Agent.
Additional Benefits Matters. All amounts payable pursuant to Section 2.4 shall be paid without interest (unless otherwise noted).
Additional Benefits Matters. The Company shall take all actions that are necessary to effect the transactions described in Section 2.4 and Section 2.5 above pursuant to the terms of the applicable Company Equity Plan and agreements evidencing the Company Options and SARs. All amounts payable pursuant to Section 2.4 and Section 2.5 shall be paid without interest (unless otherwise noted).
Additional Benefits Matters. Prior to the Effective Time, the Company shall take all actions that are necessary to effect the transactions described in Section 2.4 above pursuant to the terms of the Company Equity Plan and agreements evidencing the Company Options and Restricted Shares. All amounts payable pursuant to Section 2.4 shall be paid without interest. Any payments made pursuant to this Agreement shall be net of all applicable withholding taxes that Parent, Purchaser, the Surviving Corporation and the Paying Agent, as the case may be, shall be required to deduct and withhold from such payments under the Code, the rules and regulations promulgated thereunder or any provision of applicable Law. To the extent that amounts are so deducted and withheld by Parent, Purchaser, the Surviving Corporation or the Paying Agent, such amounts shall be treated for all purposes of this Agreement as having been paid in respect of which such deduction and withholding was made by Parent, Purchaser, the Surviving Corporation or the Paying Agent.
Additional Benefits Matters. The Company shall take all necessary actions, including obtaining any required consents from holders of outstanding Company Options that are necessary to effect the transactions described in Section 2.4 above pursuant to the terms of the applicable Company Equity Plan and agreements evidencing the Company Options. All amounts payable pursuant to Section 2.4 shall be paid without interest (unless otherwise noted).
Additional Benefits Matters. Promptly following the date hereof, the Company shall take all necessary actions that are necessary to effect the transactions described in Section 2.3 above pursuant to the terms of the applicable Company Option Plans and agreements evidencing the Company Options. All amounts payable pursuant to Section 2.3 shall be paid without interest. Any payments made pursuant to Section 2.3 shall be net of all applicable withholding Taxes that Parent, Company and/or the paying agent, as the case may be, shall be required to deduct and withhold from such payments under the Code, the rules and regulations promulgated thereunder or any provision of Legal Requirements. To the extent that amounts are so deducted and withheld by Parent, Company or the paying agent, such amounts shall be treated for all purposes of this Agreement as having been paid in respect of which such deduction and withholding was made by Parent, Company or the paying agent.
Additional Benefits Matters. Promptly following the date hereof, the Company shall take all necessary actions, including obtaining any required consents from holders of outstanding Company Options and the restricted Shares subject to a restricted stock award or a stock bonus award granted under the Company Stock Plans that are necessary to effect the transactions described in Section 2.4 above pursuant to the terms of the applicable Company Stock Plans and agreements evidencing the Company Options and the restricted stock awards and the stock bonus awards. All amounts payable pursuant to Section 2.4 shall be paid without interest. Any payments made pursuant to Section 2.4 shall be net of all applicable withholding Taxes that Parent, Merger Sub, the Surviving Corporation and/or the Paying Agent, as the case may be, shall be required to deduct and withhold from such payments under the Code, the rules and regulations promulgated thereunder or any provision of applicable Law. To the extent that amounts are so deducted and withheld by Parent, Merger Sub, the Surviving Corporation or the Paying Agent, such amounts shall be treated for all purposes of this Agreement as having been paid in respect of which such deduction and withholding was made by Parent, Merger Sub, the Surviving Corporation or the Paying Agent.
Additional Benefits Matters. Following the Effective Time, Buyer shall, or shall cause its subsidiaries to, honor in accordance with their terms all employment, severance and other compensation contracts between Seller or any subsidiary thereof and any director, officer or employee thereof, and all provisions for benefits or other amounts earned or accrued through the Effective Time under the Seller Pension Plans or the Seller Benefit Plans. Any employee of Seller or any subsidiary of Seller who becomes an employee of Buyer or any subsidiary of Buyer immediately following the Effective Time who is not otherwise covered by an employment, severance or other compensation agreement and who has been identified by Buyer within the first six months from and after the Closing Date as an employee whose employment shall be terminated as a result of Buyer's consolidation and/or cost-saving efforts in respect of the Acquisition Merger following the Effective Time, shall be entitled to receive from and after the date of such employee's termination of employment two weeks of salary continuation for each full year of prior service with Seller prior to the Effective Time, such salary continuation to continue for a maximum period, regardless of such employee's length of such prior service, of twenty-six weeks. Buyer shall not be obligated under any circumstances to employ any person who is employed by Seller immediately prior to the Effective Time. In addition to the foregoing, (i) Buyer has agreed to provide the employee benefits set forth in Section 5.12 of the Seller Disclosure Schedule and (ii) those persons who are identified in Section 5.12 of the Seller Disclosure Schedule shall continue to receive, following any termination of their employment with Buyer or any Buyer subsidiary following the Effective Time, health care continuation coverage under Buyer's appropriate group health plan until such persons reach the age at which they become eligible to receive Medicare health coverage; provided, however, that such persons must pay to Buyer at all times during which they receive such continuing coverage the same premium amounts as would be required of persons receiving such health care continuation coverage pursuant to the requirements of COBRA and such health care continuation coverage shall terminate for any such person at such time as he becomes eligible to receive substantially equivalent health care coverage from any other employer after the Effective Time.
