Common use of 401(k) Plans Clause in Contracts

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. If requested by Parent at least five (5) Business Days 10 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 will 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 or one of Parent’s ERISA Affiliates 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. Prior to the Effective Time, the Company shall provide Parent with evidence that such plan(s) have been terminated by providing resolutions approving such termination. The form and substance of such resolutions shall be subject to the review and approval of Parent (which approval shall not be unreasonably withheld, conditioned or delayed).

401(k) Plans. If requested by Parent at least five ten (510) Business Days 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 will 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 or one of Parent’s ERISA affiliates shall as of the Effective Time maintain or cause to be maintained, for the benefit of the Continuing EmployeesEmployees who participated in the Company 401(k) Plans, 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. Prior to the Effective Time, the Company shall provide Parent with evidence that such plan(s) have been terminated by providing resolutions approving such termination. The form and substance of such resolutions shall be subject to the review and approval of Parent (which approval shall not be unreasonably withheld, conditioned or delayed). The Parties shall cooperate with each other and provide each other with such information as is reasonably necessary to effect the provisions of this Section 6.8.

401(k) Plans. If requested by Parent at least five ten (510) Business Days 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 will 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 or one of Parent’s ERISA affiliates shall as of the Effective Time maintain or cause to be maintained, for the benefit of the Continuing EmployeesEmployees who participated in the Company 401(k) Plans, 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. Prior to the Effective Time, the Company shall provide Parent with evidence that such plan(s) have been terminated by providing resolutions approving such termination. The form and substance of such resolutions shall be subject to the review and approval of Parent (which approval shall not be unreasonably withheld, conditioned or delayed). The Parties shall cooperate with each other and provide each other with such information as is reasonably necessary to effect the provisions of this ‎Section 6.8.