401(k) Plan Matters Sample Clauses
The '401(k) Plan Matters' clause addresses the handling and administration of 401(k) retirement plans in the context of a business transaction, such as a merger or acquisition. It typically outlines the responsibilities of the parties regarding the continuation, termination, or transfer of the 401(k) plan, and may specify procedures for distributing plan assets or providing notices to employees. This clause ensures that both parties are clear on their obligations related to employee retirement benefits, thereby preventing disputes and ensuring compliance with applicable laws.
401(k) Plan Matters. (a) From the Effective Time and continuing until the Distribution Date, Newmark shall adopt, and shall participate in as an adopting employer, the BGC 401(k) Plan for the benefit of Newmark Employees and Former Newmark Employees, and BGC Partners consents to such adoption and maintenance. Each of the Parties agrees and acknowledges that until the Distribution Date, Newmark shall make timely direct contributions (including matching contributions) to the BGC 401(k) Plan on behalf of such Newmark Employees in accordance with the terms of the BGC 401(k) Plan and in accordance with (and no less promptly than) the timing of contributions made by BGC Partners prior to the Effective Time.
(b) On or prior to the Distribution Date, Newmark shall, subject to BGC Partners’ consent, either (i) establish the Newmark 401(k) Plan and the Newmark 401(k) Plan Trust or (ii) affirm that Newmark shall continue to participate in the BGC 401(k) Plan as an adopting employer. If Newmark establishes the Newmark 401(k) Plan and Newmark 401(k) Plan Trust, as soon as practical following the establishment of the Newmark 401(k) Plan and the Newmark 401(k) Plan Trust, BGC Partners shall cause the accounts of the Newmark Employees and Former Newmark Employees in the BGC 401(k) Plan to be transferred to the Newmark 401(k) Plan and the Newmark 401(k) Plan Trust in cash or such other assets as mutually agreed by BGC Partners and Newmark, and Newmark shall cause the Newmark 401(k) Plan to assume and be solely responsible for all Liabilities under the Newmark 401(k) Plan relating to Newmark Employees and Former Newmark Employees whose accounts are transferred from the BGC 401(k) Plan. BGC Partners and Newmark shall assume sole responsibility for ensuring that their respective 401(k) savings plans are maintained in compliance with applicable laws. If Newmark continues to participate in the BGC 401(k) Plan as an adopting employer, Section 9.04(a) shall remain in effect until the Parties agree that Newmark shall cease participation in the BGC 401(k) Plan as an adopting employer.
401(k) Plan Matters. (a) From the A/L Split Date and continuing until such time as Parent ceases to own at least 80% of the combined voting power of the outstanding ▇▇▇▇ Capital Stock (such date or such earlier date agreed to in writing by ▇▇▇▇ and Parent, the “Plan Milestone Date”), ▇▇▇▇ adopts, and shall participate in as an Adopting Employer (as defined in the Parent 401(k) Plan), the Parent 401(k) Plan for the benefit of ▇▇▇▇ Employees and Former ▇▇▇▇ Employees, and Parent consents to such adoption and maintenance, in accordance with the terms of the Parent 401(k) Plan.
(b) Effective as of the Plan Milestone Date, ▇▇▇▇ shall establish the ▇▇▇▇ 401(k) Plan and the ▇▇▇▇ 401(k) Plan Trust. As soon as practicable following the establishment of the ▇▇▇▇ 401(k) Plan and the ▇▇▇▇ 401(k) Plan Trust, Parent shall cause the accounts of the ▇▇▇▇ Employees and Former ▇▇▇▇ Employees in the Parent 401(k) Plan to be transferred to the ▇▇▇▇ 401(k) Plan and the ▇▇▇▇ 401(k) Plan Trust in cash or such other assets as mutually agreed by Parent and ▇▇▇▇, and ▇▇▇▇ shall cause the ▇▇▇▇ 401(k) Plan to assume and be solely responsible for all Liabilities under the ▇▇▇▇ 401(k) Plan to or relating to ▇▇▇▇ Employees and Former ▇▇▇▇ Employees whose accounts are transferred from the Parent 401(k) Plan. Parent and ▇▇▇▇ agree to cooperate in making all appropriate filings and taking all reasonable actions required to implement the provisions of this Section 3.1; provided that ▇▇▇▇ acknowledges that it will be responsible for complying with any requirements and applying for any determination letters with respect to the ▇▇▇▇ 401(k) Plan.
(c) Parent and ▇▇▇▇ shall assume sole responsibility for ensuring that their respective savings plans are maintained in compliance with applicable laws with respect to holding shares of their respective common stock and common stock of the other entity.
401(k) Plan Matters. The Company shall take all actions necessary to terminate the 401(k) Plan, including the ESOP provisions thereof, effective as of or immediately prior to the Effective Time. The accounts of all participants and beneficiaries in the 401(k) Plan as of the Effective Time, including the ESOP provisions thereof, shall become fully vested upon termination of the 401(k) Plan. As soon as practicable after the date hereof, the Company shall file or cause to be filed all necessary documents with the IRS for a determination letter for termination of the 401(k) Plan, including the ESOP provisions thereof, as of or immediately prior to the Effective Time, with a copy to be provided to Parent and its counsel. Prior to the Effective Time, the Company and, following the Effective Time, Parent shall use their respective reasonable best efforts to obtain such favorable determination letter (including, but not limited to, adopting such amendments to the 401(k) Plan, including the ESOP provisions thereof, as may be requested by the IRS as a condition to its issuance of a favorable determination letter. As soon as practicable following the later of the Effective Time or the receipt of a favorable determination letter from the IRS regarding the qualified status of the 401(k) Plan upon its termination, the account balances in the 401(k) Plan, including the ESOP provisions thereof, shall be either distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Parent agrees to permit Continuing Employees to rollover their account balances in the 401(k) Plan to the Parent’s 401(k) Plan, including account balances with respect to the ESOP provisions thereof, as well as any outstanding loan balances that constitute assets in a Continuing Employee’s 401(k) account, to the extent such loan balances are permitted by Parent’s 401(k) Plan.
401(k) Plan Matters. Seller and Seller Sub shall take all actions necessary to terminate the Seller’s Retirement Savings Plan (the “401(k) Plan”) effective immediately prior to the Effective Time. The accounts of all participants and beneficiaries in the 401(k) Plan as of such termination shall become fully vested upon termination of the 401(k) Plan. As soon as practicable following the Effective Time, the account balances in the 401(k) Plan shall be either distributed to participants and beneficiaries or rolled over to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Buyer agrees to permit Continuing Employees to rollover their account balances in the 401(k) Plan to the Buyer’s Employee Stock Ownership and 401(k) Plan.
401(k) Plan Matters. Seller and Seller Sub shall take all actions necessary to terminate their 401(k) Plan (the “401(k) Plan”) effective as of or immediately prior to the Effective Time. The accounts of all participants and beneficiaries in the 401(k) Plan as of the Effective Time shall become fully vested upon termination of the 401(k) Plan. As soon as practicable following the Effective Time or the receipt of a favorable determination letter from the IRS regarding the qualified status of the 401(k) Plan upon its termination, the account balances in the 401(k) Plan shall be either distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Buyer agrees to permit Continuing Employees to rollover their account balances in the 401(k) Plan to the Buyer’s 401(k) plan
401(k) Plan Matters. Alaska Pacific and Alaska Pacific Bank shall take all actions necessary to terminate their 401(k) Plan (the “401(k) Plan”) effective as of or immediately prior to the Effective Time. The accounts of all participants and beneficiaries in the 401(k) Plan as of the Effective Time shall become fully vested upon termination of the 401(k) Plan. As soon as practicable following the Effective Time or the receipt of a favorable determination letter from the IRS regarding the qualified status of the 401(k) Plan upon its termination, the account balances in the 401(k) Plan shall be either distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Northrim agrees to permit employees of Alaska Pacific who are continuing employees of Northrim to rollover their account balances in the 401(k) Plan (including outstanding loans against the 401(k) Plan) to Northrim’s 401(k) plan.
401(k) Plan Matters. The Company Bank shall take all actions necessary to terminate its 401(k) Plan (the “401(k) Plan”) effective as of or immediately prior to the Effective Time. The accounts of all participants and beneficiaries in the 401(k) Plan as of the Effective Time shall become fully vested upon termination of the 401(k) Plan. As soon as practicable after the date hereof, the Company Bank shall file or cause to be filed all necessary documents with the IRS for a determination letter for termination of the 401(k) Plan as of or immediately prior to the Effective Time, with a copy to be provided to the Parent and its counsel. Prior to the Effective Time, the Company Bank and, following the Effective Time, the Parent shall use their respective reasonable best efforts to obtain such favorable determination letter (including, but not limited to, adopting such amendments to the 401(k) Plan as may be requested by the IRS as a condition to its issuance of a favorable determination letter. As soon as practicable following the later of the Effective Time or the receipt of a favorable determination letter from the IRS regarding the qualified status of the 401(k) Plan upon its termination, the account balances in the 401(k) Plan shall be either distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Parent agrees to permit Continuing Employees to rollover their account balances in the 401(k) Plan to the Parent 401(k) Plan.
401(k) Plan Matters. As soon as practicable and in any event prior to the Closing Date, the Company and the Parent will take all actions necessary to amend the Company 401(k) Plan in accordance with Section 401(k) of the Code in order to fully vest the accounts of all of the Company 401(k) Plan participants contingent upon the Closing. The form and substance of the resolutions approving such actions will be subject to the prior review and approval of the Parent, which approval shall not be unreasonably withheld. On and after the Closing, the Company 401(k) Plan shall remain in effect in accordance with its terms and conditions, as the same may be amended from time to time in Parent’s sole discretion, including, for the avoidance of doubt, P▇▇▇▇▇’s discretion to cause the Company 401(k) Plan’s merger with and into the Parent 401(k) Plan.”
401(k) Plan Matters. If elected by Purchaser in its sole election and by providing written notice to the Company of such election at least three business days prior to the Closing Date, the Company shall cause the Subsidiary to take appropriate and binding corporate action (including any necessary plan amendment), in a form and substance satisfactory to Purchaser, to terminate the Leehar Distributors, LLC 401(k) Retirement Savings Plan effective on a date that precedes the Closing Date, and if such election is exercised, Purchaser may, in its sole discretion, permit an Employee with an account balance in such plan (including an outstanding participant loan balance that is not otherwise in default) to roll over within 90 days of the Closing Date all or a portion of such account balance into the 401(k) type defined contribution retirement plan that may be offered by Purchaser to the Employee after the Closing Date.
401(k) Plan Matters. It is understood and agreed that (1) employees of the Company will not be permitted to contribute to Seller's 401(k) Plan following the Closing Date, (2) for any employees of the Company who have outstanding loans through Seller's 401(k) Plan, Seller will continue through the end of the Interim Payroll Period to automatically deduct from such employees' pay repayments of such outstanding loans consistent with amounts deducted prior to the Closing Date, and (3) following the Closing Date, the parties shall provide reasonable cooperation to each other to effect a plan-to-plan transfer for employees of the Company from Seller's 401(k) Plan to Buyer's 401(k) Plan.