Assumed Plans. Effective as of the Closing, the Purchaser shall assume the Employee Plans listed in Section 6.02(a) of the Sellers’ Disclosure Schedule (the “Assumed Employee Plans”), to the extent set forth on such schedule, and the Sellers shall assign to the Purchaser any assets relating to such Assumed Employee Plans, including, but not limited to, assets held in trust and insurance policies; provided that the Purchaser may on or prior to June 5, 2009, with prior written notice to the Sellers, delete an Employee Plan from Section 6.02(a) of the Sellers’ Disclosure Schedule. Notwithstanding the foregoing, with respect to the Milacron Retiree Welfare Benefit Plan (the “Retiree Welfare Plan”), the Purchaser shall assume all Liabilities under the Retiree Welfare Plan, including Liabilities with respect to former employees; provided, however, that the Purchaser shall assume such Liabilities only to the extent that (i) such Liabilities are consistent with the most recent actuarial report, attached hereto as Exhibit H, and (ii) the Retiree Welfare Plan is freely terminable (without liability other than with respect to claims incurred prior to termination) and amendable by the Purchaser (as the sponsor of the plan) with respect to any or all participants in the Retiree Welfare Plan (other than continuation rights described in Section 603(6) of ERISA). For the avoidance of doubt, any and all Liabilities with respect to (x) Employee Plans or other employee benefits other than Assumed Employee Plans, and (y) except with respect to the Retiree Welfare Plan or as otherwise required by Treasury Regulation section 54.4980B-9, Q&A-8, persons other than Transferred Employees, shall remain with the Sellers and the Sellers’ Subsidiaries. The Sellers shall cooperate fully with the Purchaser to use all commercially reasonable efforts to effect such assumptions and assignments in accordance with applicable Law (including by obtaining any required consents or approvals and making all required filings) and the Sellers shall make to the Assumed Employee Plans all contributions or premium payments, relating to the period up to the Closing Date whether or not required to be made prior to the Closing Date.
Assumed Plans. At the Merger Effective Time, Moon will assume the Comet Stock Plans. Following the Merger Effective Time, under such Comet Stock Plan, as applicable, Moon will be entitled to grant equity or equity-based incentive awards with respect to Moon Common Stock, to the extent permissible under applicable Law, using the share reserves of such Comet Stock Plan as of the Merger Effective Time (including any shares of Moon Common Stock returned to such share reserves as a result of the termination or forfeiture of an Assumed Award granted pursuant to this Section 4.1), except that: (i) shares covered by such awards will be shares of Moon Common Stock; (ii) all references in such Comet Stock Plan to a number of shares will be deemed amended to refer instead to that number of shares of Moon Common Stock (rounded down to the nearest whole share) as adjusted pursuant to the application of the Exchange Offer Ratio; and (iii) the Moon Board or a committee thereof will succeed to the authority and responsibility of the Comet Boards or any applicable committee thereof with respect to the administration of such Comet Stock Plan.
Assumed Plans. Section 4.5(a) Certificates ....
Assumed Plans. The Employee Benefit Plans listed on Schedule 2.1(l) hereof (which schedule identifies those Employee Benefit Plans being assumed by Buyer) (the “Assumed Plans”).
Assumed Plans. “Assumed Plans” is defined in Section 2.8(n) of the Agreement.
Assumed Plans. (a) On or before the Closing Date, Seller shall provide Buyer with all information necessary or appropriate for Buyer to maintain and administer the Assumed Plans, including without limitation the names of the participants therein and their specific elections thereunder. Following the Closing Date, Seller shall promptly provide Buyer with such information as Buyer may reasonably request, and will otherwise cooperate with Buyer, to facilitate the maintenance and administration of the Assumed Plans.
(b) If the aggregate salary reductions (and other contributions) for the current plan year made by participants under the health care spending account and dependent care spending account portions of Seller’s Code Section 125 Plan (such accounts are referred to hereinafter, collectively, as the “FSAs”) on or before the Closing Date exceed the aggregate claims for the current plan year paid to such participants under the FSAs on or before the Closing Date, then, on (or as soon as administratively practicable after) the Closing Date, Seller shall make a cash payment to Buyer (or such other person as Buyer may designate) in an amount equal to such excess. If, on the other hand, the aggregate salary reductions (and other contributions) for the current plan year made by such participants under the FSAs on or before the Closing Date are exceeded by the aggregate claims for the current plan year paid to such participants under the FSAs on or before the Closing Date, then, on (or as soon as administratively practicable after) the Closing Date, Buyer shall make a cash payment to Seller (or such other person as Seller may designate) in an amount equal to such deficit. On or before the Closing Date, Seller shall provide Buyer with the calculation of the amount of the cash payment required to be made by Seller or Buyer pursuant to this Section 8.12.
Assumed Plans. As of the date of the Closing and for a period continuing through at least December 31, 1999, Buyer shall assume and become the sponsoring employer under all of the plans set forth on Section 4.1(w) of the Disclosure Schedule entitled "Employee Plans," excluding the Seller's Savings Plan, the New Hope Communications, Inc. Deferred Compensation Plan and the New Hope Communications, Inc. 1993 Stock Option Plan (the "Assumed Plans"). Seller shall take all actions as may be necessary or appropriate in order to establish Buyer as a successor to Seller to all authority, rights and duties under or with respect to the Assumed Plans, including the Seller's authority, rights and duties under or with respect to any and all annuity, insurance, administrative services or similar contracts or agreements and/or trust agreements or other funding vehicles that may form a part of such plan or be related thereto, together with all plan assets; provided, however, that Buyer shall not, by reason of its assumption of the Assumed Plans as provided herein, assume any liability of Seller prior to the Closing Date as the "administrator" of any such Assumed Plan within the meaning of ERISA or for actions taken by Seller with respect to the operation and administration of the Assumed Plans. Notwithstanding the preceding sentence, Buyer will ensure that the Assumed Plans continue to treat employment with Seller prior to the Closing Date as service under the Assumed Plans for purposes of eligibility and entitlement to benefits, but not accruals. In connection therewith, Seller shall execute, or cause to be executed, all instruments and documents (including corporate resolutions and any amendments to any Assumed Plans and related trust agreements, insurance, annuity, administrative services or similar contracts) which, in the reasonable opinion of Buyer, are necessary or desirable to effect the terms of this Section 6.17(d).
Assumed Plans. Effective as of the Closing Date, Buyer shall assume sponsorship of and, except as otherwise expressly provided in this SECTION 5.7, all obligations under, Liabilities with respect to, and assets with respect to, the Company Benefit Plans set forth on SCHEDULE 5.7(g) (the "ASSUMED PLANS"). Sellers and Buyer shall take all actions necessary to transfer such sponsorship and assets to Buyer as of the Closing Date. Except as otherwise expressly provided in this SECTION 5.7, Seller shall retain and assume all obligations under and Liabilities with respect to any Seller Benefit Plan which is not an Assumed Plan.
Assumed Plans. Section 4.2(d) Certificate of Merger .........................................Section 1.3 Certificates ..................................................Section 4.3(b) Closing .......................................................Section 1.2
Assumed Plans. (a) At the Effective Time, New Denbury shall adopt and assume all of the rights and obligations of Old Denbury under all of the employee benefit plans of Old Denbury, including, but not limited to, the following: the Denbury Resources Inc. Stock Option Plan, the Denbury Resources Inc. Employee Stock Purchase Plan, the Denbury Resources Inc. Director Compensation Plan, the Denbury Resources Inc. Severance Protection Plan, and the Denbury Resources Inc. 401(k) Plan, as all of the same have been amended and are in effect as of the Effective Time (the "Assumed Plans"). New Denbury shall adopt the Assumed Plans as its own, and shall continue such plans in accordance with their terms. New Denbury shall permit other employers related to New Denbury to participate in the Assumed Plans in the same manner as such employers participated as of or before the Effective Time in such Assumed Plans.
(b) At the Effective Time, the number of authorized but unissued shares of New Denbury Common Stock reserved for future grants or stock issuances under any of the Assumed Plans shall equal the number of authorized but unissued shares of Old Denbury Common Stock formerly reserved for issuance for such purposes by Old Denbury immediately prior to the Effective Time. Prior to the Effective Time, New Denbury will confirm such reserves of shares of New Denbury Common Stock under the Assumed Plans.
(c) At the Effective Time, each issued and outstanding option to purchase shares of Old Denbury Common Stock (each an "Old Denbury Stock Option") shall be converted into an option to purchase the same number of shares of New Denbury Common Stock on the same terms and conditions as the converted Old Denbury Stock Option.
