401(k) Plans Sample Clauses

401(k) Plans. (a) From the Distribution Time and continuing until the 401(k) Plan Transition Date, SpinCo shall become an “adopting employer” (as defined in the Company 401(k) Plan) and the Company 401(k) Plan shall provide for the SpinCo Group to participate in the Company 401(k) Plan for the benefit of SpinCo Employees and Former SpinCo Service Providers, and the Company consents to such adoption and maintenance, in accordance with the terms of the Company 401(k) Plan. (b) (i) Effective no later than the 401(k) Plan Transition Date, SpinCo shall establish a defined contribution savings plan and related trust that satisfies the requirements of Sections 401(a) and 401(k) of the Code in which each SpinCo Employee who participated in the Company 401(k) Plan immediately prior thereto shall be eligible to participate (the “SpinCo 401(k) Plan”), with terms that are substantially similar to those provided by the Company 401(k) Plan immediately prior to the date on which such SpinCo 401(k) Plan become effective, (ii) the active participation of each SpinCo Employee who is a participant in the Company 401(k) Plan shall automatically cease effective upon the date on which the SpinCo 401(k) Plan becomes effective, and (iii) as soon as practicable after the SpinCo 401(k) Plan becomes effective, subject to the consent of the SpinCo 401(k) Plan administrator and reasonable proof of qualification of the Company 401(k) Plan, the Company shall cause the accounts (including any outstanding participant loan balances) in the Company 401(k) Plan attributable to SpinCo Employees and all of the assets in the Company 401(k) Plan related thereto to be transferred in-kind to the SpinCo 401(k) Plan. (c) The Company shall retain all accounts and all assets and Liabilities relating to the Company 401(k) Plan in respect of each Former SpinCo Service Provider whose employment terminated prior to the 401(k) Plan Transition Date.

401(k) Plans. Other than the Southern Union Savings Plan, which includes a qualified cash or deferred arrangement under IRC Section 401(k) (“Seller’s 401(k) Plan”), Seller has no defined contribution retirement plan that covers the Employees and that is intended to be a qualified plan. As of the Closing Date, Seller shall vest, to the extent not otherwise vested, the Transferred Employees in their account balances under Seller’s 401(k) Plan and Buyer shall maintain for the Transferred Employees a defined contribution retirement plan including a cash or deferred arrangement under IRC Section 401(k) (“Buyer’s 401(k) Plan”). Upon being furnished by Seller with an IRS determination letter as to the tax qualified status of Seller’s 401(k) Plan, Buyer shall take all reasonable actions necessary to ensure that Buyer’s 401(k) Plan accepts from any Transferred Employee a rollover or direct rollover of all of his or her account balance under Seller’s 401(k) Plan, including his or her loan balances and related loan documentation; provided that a Transferred Employee shall only be permitted to roll over his or her loan balances and related loan documentation if the Transferred Employee makes a rollover or direct rollover of all of his or her account balance under Seller’s 401(k) Plan. Seller shall cause the trustee or recordkeeper of Seller’s 401(k) Plan to transfer to the trustee or recordkeeper of Buyer’s 401(k) Plan any loan documentation for loans to be rolled over or transferred to Buyer’s 401(k) Plan. The Transferred Employees shall not be required to roll over, or otherwise transfer, their account balances under Seller’s 401(k) Plan to Buyer’s 401(k) Plan.

401(k) Plans. The Executive shall be enrolled in the 401K plans provided for by the Company. The Executive shall be deemed 100% vested in 401K Plans after attaining the age of 60.

401(k) Plans. (a) Vishay 401(k)

401(k) Plans. Effective as of the day immediately preceding the Effective Time, unless otherwise directed in writing by Parent at least ten (10) Business Days prior to the Effective Time, the Company and each Subsidiary thereof shall take all actions necessary to effect the termination of any and all Company Employee Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, and effective as of the day immediately preceding the Effective Time, no Company employee shall have any right thereafter to contribute any amounts to any Company Employee Plan intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code. The Company shall provide Parent with evidence that each such Company Employee Plan has been terminated pursuant to an action by the Company Board or the board of directors of a Subsidiary, as applicable.

401(k) Plans. Effective as of the Business Day immediately preceding the Effective Time, unless otherwise directed in writing by Buyer at least ten (10) Business Days prior to the Effective Time, the Company shall take all actions necessary to effect the termination of any and all 401(k) plans sponsored or maintained by Company and shall provide Buyer evidence that each of Company’s 401(k) plans has been terminated pursuant to an action by the Company Board.

401(k) Plans. On or prior to the Distribution Date, MSG Networks and Spinco shall take all necessary actions to convert both of the MSG Holdings, L.P. 401(k) Savings Plan and the MSG Holdings, L.P. 401(k) Union Plan (collectively, the “401(k) Plans”) into multiple employer plans and add Spinco as the sponsor and a contributing employer to such plans. On and after the Distribution Date, Spinco Participants who, immediately prior to the Distribution Date were participants in, or entitled to, future benefits under either of the 401(k) Plans shall continue to participate in such 401(k) Plan on the same terms and conditions as

401(k) Plans. (a) Effective as of the applicable Employee Transfer Date, no Transferred Employee shall actively participate in BSC’s 401(k) Retirement Savings Plan (“BSC’s 401(k) Plan”). On the date of the applicable Employee Transfer Date, Transferred Employees who participate in BSC’s 401(k) Plan shall immediately be 100% vested in their individual account balances under BSC’s 401(k) Plan. (b) As soon as administratively practicable following the date of the applicable Employee Transfer Date, BSC shall advise such Transferred Employees who participated in BSC’s 401(k) Plan of their right to elect to receive a distribution of, or to directly rollover, their individual account balances in BSC’s 401(k) Plan. To the extent permitted by Law and provided that the Purchaser is reasonably satisfied that BSC’s 401(k) Plan is qualified within the meaning of Section 401(a) of the Code, as soon as practicable following the date of the applicable Employee Transfer Date, such account balances may be transferred by Transferred Employees to a defined contribution retirement plan maintained by the Purchaser (the “Purchaser’s 401(k) Plan”) in a direct rollover or rollover contribution. Service of each Transferred Employee prior to the applicable Employee Transfer Date which was recognized under BSC’s 401(k) Plan shall be credited to such Transferred Employee for purposes of eligibility and vesting under the Purchaser’s 401(k) Plan. Prior to the applicable Employee Transfer Date, the Purchaser shall amend the Purchaser’s 401(k) Plan to the extent necessary to accept direct rollovers from BSC’s 401(k) Plan and to permit Transferred Employees to make rollover contributions to the Purchaser’s 401(k) Plan.

401(k) Plans. If requested by Parent at least five (5) Business Days prior to the Closing, then effective as of no later than the day immediately preceding the Closing but contingent on the Closing, the Company shall take all necessary actions to terminate each of the Company Plans intended to be “qualified” within the meaning of Section 401(a) of the Code and that includes a cash or deferred arrangements under Section 401(k) of the Code (the “Company 401(k) Plans”). Prior to the Effective Time, the Company shall provide Parent with evidence that such plan(s) have been terminated by providing resolutions, the form and substance of which shall be subject to the review and approval of Parent (which approval shall not be unreasonably withheld, conditioned or delayed). If Parent requires the termination of the Company 401(k) Plans, then Parent shall as of the Effective Time maintain or cause to be maintained, for the benefit of the Continuing Employees, a defined contribution plan that (i) meets the requirements of Section 401(a) of the Code, and (ii) includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (such plan being referred to as the “Parent 401(k) Plan”). Parent will provide for the Parent 401(k) Plan to accept, on or after Closing, the rollover by each Continuing Employee of any “eligible rollover distribution” (within the meaning of Section 402(c)(4) of the Code) from the Company 401(k) Plans, including plan loans, in accordance with applicable Code provisions.

401(k) Plans. (i) Upon the request of Acquiror, effective as of the day immediately preceding the Closing and contingent upon the Closing, the Company or its Subsidiaries (as applicable) shall (i) take any and all necessary actions to terminate any Company Benefit Plans that are intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code (the “401(k) Plans”); (ii) provide Acquiror with a copy of any and all resolutions or other corporate action (the form and substance of which shall be subject to prior review and comment by Acquiror, which comments shall be considered by the Company in good faith) evidencing that any such plans will be terminated effective as of no later than the day immediately preceding the Closing; and (iii) prior to and conditioned upon termination of any such plans, authorize through corporate resolution any and all necessary amendments to the plan documents to effect such terminations, fully vest affected participants, and comply with all requirements of applicable Law as of the effective date of such terminations; provided, that the Company and its Subsidiaries shall not take any further steps to effect any such plan terminations prior to the Closing. (ii) Acquiror shall designate a tax-qualified defined contribution retirement plan of Acquiror or its Affiliate with a qualified cash or deferred arrangement under Section 401(k) of the Code (the “Acquiror 401(k) Plan”) that will cover Affected Employees on and after the Closing Date. Acquiror shall cause the Acquiror 401(k) Plan to accept direct rollovers elected by Affected Employees from the 401(k) Plans that consist of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) and promissory notes evidencing participant loans. The parties hereto shall cooperate in good faith to work with the recordkeepers of the 401(k) Plans and the Acquiror 401(k) Plan to complete the rollovers of promissory notes evidencing participant loans before such loans default.