401(k) Plan Termination. Unless instructed otherwise by Parent at least two Business Days prior to the Closing Date, the Company shall (or shall cause the applicable plan sponsor to), at least one Business Day prior to the Closing Date, (i) cease contributions to, and adopt written resolutions (or take other necessary and appropriate action(s)) to terminate, the Pioneer Energy Services Corp. 401(k) Plan and any other Company Plan that is intended to qualify under Section 401(a) of the Code with a cash or deferred arrangement described in Section 401(k) of the Code (collectively, the “401(k) Plans”) in compliance with its terms and the requirements of applicable Law, (ii) make all employee and employer contributions to the 401(k) Plans on behalf of Continuing Employees for all periods of service prior to the Closing Date (other than such contributions as are necessary to effectuate the actions set forth on Section 5.15 of the Company Disclosure Letter), including such contributions that would have been made on behalf of the Continuing Employees had the transactions contemplated by this Agreement not occurred (regardless of any service or end-of-year employment requirements) but prorated for the portion of the plan year that ends on the Closing Date, (iii) 100% vest all participants under the 401(k) Plans, such termination, contributions and vesting to be effective no later than the Business Day preceding the Closing Date, and (iv) take all actions set forth on Section 5.15 of the Company Disclosure Letter. As soon as reasonably practicable following the Closing Date, the Continuing Employees (as defined below) will be eligible to participate in Parent’s 401(k)
401(k) Plan Termination. If requested by BHLB in writing prior to the Effective Time, and subject to the occurrence of the Effective Time, Legacy shall cause to be adopted prior to the Closing Date resolutions of the Board of Directors of Legacy and any necessary amendments to cease all contributions to any and all 401(k) plans maintained or sponsored by Legacy or any of its Subsidiaries (collectively, the “401(k) Plans”), and to prohibit the entry of new participants to the 401(k) Plans as of the day preceding the Closing Date. In the sole discretion of BHLB, the 401(k) Plans may be merged into the BHLB 401(k) Plan. The form and substance of such resolutions and any necessary amendments shall be subject to the review and approval of BHLB, which shall not be unreasonably withheld. Legacy shall deliver to BHLB an executed copy of such resolutions and any necessary amendments as soon as practicable following their adoption by the Board of Directors of Legacy and shall fully comply with such resolutions and any necessary amendments. If, in accordance with this Section 6.16, BHLB requests in writing that Legacy freeze entry of new participants into the 401(k) Plans, Legacy shall take such actions as BHLB may reasonably require in furtherance of the assumption of the 401(k) Plans by BHLB, including, but not limited to, adopting such amendments to the 401(k) Plans as may be necessary to effect such assumption.
401(k) Plan Termination. Unless Parent and the Company agree otherwise in writing, the Board of Directors of the Company shall adopt resolutions terminating, effective at least two (2) calendar days prior to the Closing Date, any Employee Plan which is intended to meet the requirements of Section 401(k) of the Code (each such Employee Plan, a “401(k) Plan”). At the Closing, the Company shall provide Parent (a) executed resolutions of the Board of Directors of the Company authorizing such termination and (b) an executed amendment to each such 401(k) Plan intended to assure compliance with all applicable requirements of the Code and regulations thereunder.
401(k) Plan Termination. The Company shall take (or cause to be taken) all actions necessary or appropriate to terminate, effective no later than the day immediately preceding the Closing Date, the Company 401(k) Plan, unless Parent or one of its Affiliates, in its sole and absolute discretion, agrees to sponsor and maintain the Company 401(k) Plan by providing the Company with written notice of such election at least ten (10) Business Days before the Closing. Unless Parent or one of its Affiliates provides such notice to the Company, Parent shall receive from the Company, prior to the Closing, evidence that the Board of Directors of the Company or its applicable Affiliate has adopted resolutions to terminate the Company 401(k) Plan (the form and substance of which resolutions shall be subject to review and approval of Parent), effective no later than the date immediately preceding the Closing Date. In the event that the distributions of assets from the trust or group annuity contract of the Company 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 use commercially reasonable efforts to estimate (or to cause a qualified third-party to estimate) the amount of such charges and/or fees and provide such estimate in writing to Parent prior to the Closing. The Company shall take (or cause to be taken) such other actions in furtherance of terminating the Company 401(k) Plan as Parent may reasonably require. If Parent, in its sole and absolute discretion, agrees to sponsor and maintain the Company 401(k) Plan, the Company shall amend the Company 401(k) Plan, effective as of the Closing, to the extent necessary to limit participation to employees of the Company and its Subsidiaries and to exclude all employees of Parent and its Subsidiaries (other than the Company and its Subsidiaries) from participation in the Company 401(k) Plan. In connection with any such termination of the Company 401(k) Plan, Parent shall (or shall cause a Subsidiary thereof, as applicable, to) (A) create or make available one or more tax-qualified defined contribution plans (a “Parent 401(k) Plan”) in which Company Service Providers who were eligible to participate in the Company 401(k) Plan immediately prior to the Effective Time will be entitled to participate, effective as soon as practicable fol...
401(k) Plan Termination. Unless otherwise directed by Acquiror in writing no later than three days before the Closing Date, effective no later than the day immediately prior to the Closing Date, the Contributor and the Company shall take or cause to be taken all actions necessary to terminate any and all Company Plans intended to qualify as qualified cash or deferred arrangements under Section 401(k) of the Code.
401(k) Plan Termination. If directed by Parent in writing at least ten (10) Business Days prior to the Closing Date, effective no later than the day immediately preceding the Closing Date but contingent on the occurrence of the Closing, the Company and any Company Subsidiary, as applicable, shall cause to be adopted resolutions terminating each plan intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”) and shall provide Parent with copies of such adopted resolutions. As soon as reasonably practicable after the Closing (and after all required testing has been performed and corrective contributions and distributions, if any, have been made), but in no event later than the one-year anniversary of the Closing Date, Parent shall, and shall cause the Surviving Corporation and the applicable Company Subsidiaries, to take all actions necessary to wind up each 401(k) Plan that is so terminated. If any amounts accrued under any 401(k) Plan are withheld from such 401(k) Plan participants’ paychecks three (3) Business Days or less prior to the Closing Date, and if such amounts are not remitted to such 401(k) Plan by the Company or the applicable Company Subsidiary prior to the Closing, Parent shall cause the Surviving Corporation or the applicable Company Subsidiary to remit such amounts to such 401(k) Plan. Parent shall (i) permit each Company Employee who was a participant in or eligible to participate in any 401(k) Plan prior to the Closing to immediately following the Closing be eligible to participate in a tax-qualified defined contribution retirement plan established or designated by Parent (the “Parent 401(k) Plan”); provided, that such Company Employee meets the eligibility criteria of the Parent 401(k) Plan, and (ii) take any and all actions as may be required to permit each Company Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, and including plan loans) to the Parent 401(k) Plan in an amount equal to the eligible rollover distribution portion of the account balance distributed to such Company Employee from any 401(k) Plan (including plan loans).
401(k) Plan Termination. The Company shall terminate the Incentive Technology Group, LLC 401(k) Profit Sharing Plan (the “401(k) Plan”) by proper board action and plan amendments effective no later than the day before the Closing Date. Such board action and plan amendments shall eliminate all forms of distribution other than lump sums effective immediately prior to the termination of the 401(k) Plan and shall limit distributions from the 401(k) Plan upon its termination to lump sums.
401(k) Plan Termination. If a member of the Company Group maintains a Benefit Plan which is intended as a defined contribution plan under Section 401(k) of the U.S. Tax Code (a “Company 401(k) Plan”) then, unless otherwise directed in writing by Purchaser, at least one day prior to the Effective Date, the applicable Company Group member shall take all necessary actions to terminate its Company 401(k) Plan, effective as of the date immediately preceding the Effective Date and contingent upon the consummation of the Transactions. The Company Group member shall provide Purchaser with a copy of any resolutions or other corporate action (the form and substance of which shall be subject to review and approval by Purchaser, with such approval not to be unreasonably withheld or delayed) evidencing that the Company 401(k) Plan will be terminated effective as of the date immediately preceding the Effective Date, contingent upon the consummation of the Transactions. The Company Group member shall also take such other actions in further of terminating such Company 401(k) Plan as Purchaser may reasonably requires.
401(k) Plan Termination. Effective as of the day immediately preceding the Closing Date, the Company shall take action to terminate the Company 401(k) Plan and any other employee benefit plans intended to include a Code Section 401(k) arrangement, unless the Buyer provides written notice to the Equity Holders’ Representative no later than ten (10) Business Days prior to the Closing Date that such Plans shall not be terminated. Unless the Buyer provides the written notice specified in Section 8.11 to the Equity Holders’ Representative, the Company shall cause the Equity Holders’ Representative to provide the Buyer with evidence that all of such Plans have been properly amended to be terminated (effective no later than the day immediately prior to the Closing Date). The Company shall take such further actions in furtherance of terminating all of such Plans as the Buyer may reasonably require. In the event that termination of any Plan would trigger liquidation charges, surrender charges, or other fees, then the Company shall cause the Equity Holders’ Representative to take such actions as are necessary to reasonably estimate the amount of such charges or fees and provide such estimate in writing to the Buyer no later than fifteen (15) Business Days prior to the Closing Date. In the event that termination of any Plan described in this Section 8.11 would trigger liquidation charges, surrender charges, or other fees, then the Company shall cause the Equity Holders’ Representative to take such actions as are necessary to reasonably estimate the amount of such charges or fees and provide such estimate in writing to the Buyer no later than fifteen (15) Business Days prior to the Closing Date
401(k) Plan Termination. (a). If requested by the Parent in writing and delivered to the Corporation not less than ten (10) Business Days prior to the Closing Date, the Corporation and each of its Subsidiaries shall adopt resolutions and take all such corporate action as is necessary to terminate each 401(k) plan maintained, sponsored or contributed to by the Corporation or any of its Subsidiaries (collectively, the “Corporation 401(k) Plans”), in each case, effective as of the day immediately prior to the Closing Date, and the Corporation shall provide Parent with evidence that such Corporation 401(k) Plans have been properly terminated. To the extent the Corporation 401(k) Plans are terminated pursuant to Parent’s request, Corporation Employees shall be eligible to participate in a 401(k) plan maintained by Parent or any of its Subsidiaries immediately as of the Closing Date (giving effect to the service crediting provisions of Section 7.09(c)), and shall be entitled to effect a direct rollover of any eligible rollover distributions (as defined in Section 402(c)(4) of the Code and including loans), in the form of cash, notes (in the case of loans) or a combination thereof, in an amount equal to the full account balance distributed or distributable to Corporation Employees from the Corporation 401(k) Plan to such 401(k) plan maintained by Parent or its Subsidiaries. The Parties agree that there shall be no gap in participation by Corporation Employees in a tax-qualified defined contribution plan.
