Assumption of Benefit Plans. At the Effective Time, the obligations of SPI under or with respect to every plan, trust, program and benefit then in effect or administered by SPI for the benefit of the directors, officers and employees of SPI or any of its subsidiaries (collectively, the “Assumed Benefit Plans” and, together with the Assumed Equity Plans, the “Assumed Plans”) shall become the lawful obligations of SPI Energy and shall be implemented and administered in the same manner and without interruption until the same are amended or otherwise lawfully altered or terminated. Effective at the Effective Time, SPI Energy hereby expressly adopts and assumes all obligations of SPI under the Assumed Plans.
Assumption of Benefit Plans. Holding and the Company hereby agree that they will, as of the Effective Date, execute, acknowledge and deliver an assumption agreement (which may include an Assignment and Assumption Agreement) pursuant to which Holding will, from and after the Effective Date, assume and agree to perform all obligations of the Company pursuant to (a) the following stock-related plans (as each may have been amended): (i) 1995 Omnibus Compensation Plan, (ii) 1995 Incentive Compensation Plan, (iii) 1995 Compensation Plan for Non-Employee Directors, (iv) Strategic Stock Plan, (v) Omnibus Plan for Management Employees, (vi) Retirement Savings Plan, (vii) Omnibus Compensation Plan, (viii) Restricted Stock Award Plan for Management Employees, and (ix) Stock Option Plan for Non-Employee Directors; and (b) such other qualified and non-qualified plans, trust agreements, employment agreements and other documents and agreements as the Company and Holding determine to be appropriate (collectively the "Benefit Plans").
Assumption of Benefit Plans. At the Effective Time, the obligations of China Biotech under or with respect to every plan, trust, program and benefit then in effect or administered by China Biotech for the benefit of the directors, officers and employees of China Biotech or any of its subsidiaries (collectively, the "Assumed Benefit Plans" and, together with the Assumed Equity Plans, the "Assumed Plans") shall become the lawful obligations of Xxxxx Xxxx and shall be implemented and administered in the same manner and without interruption until the same are amended or otherwise lawfully altered or terminated. Effective at the Effective Time, Xxxxx Xxxx hereby expressly adopts and assumes all obligations of China Biotech under the Assumed Plans.
Assumption of Benefit Plans. Parent shall, or shall cause the Surviving Corporation to, assume, honor and fulfill all Company Benefit Plans and Parent Benefit Plans, in each case, in accordance with their terms as in effect immediately prior to the date hereof or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans or Parent Benefit Plans, respectively, or this Agreement. Parent and the Company each acknowledge and agree that a “change of control” (or similar phrase) within the meaning of any Company Benefit Plan (other than the Company Benefit Plans set forth in Section 6.11(b) of the Company Disclosure Letter) or Parent Benefit Plan containing such a term (or similar phrase) will occur or will be deemed to occur at the Effective Time.
Assumption of Benefit Plans. 7 Section 2.3 Reservation of Shares.............................. 7
Assumption of Benefit Plans. At the Effective Time, upon the closing of the Merger and without the need for any further action by any person, Holdco shall assume each Company Benefit Plan (as defined below). For purposes of this Agreement, “Company Benefit Plan” shall mean (a) each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, that the Company or any of its subsidiaries maintains, sponsors, participates in, is a party or contributes to, or with respect to which the Company or any of its subsidiaries would reasonably be expected to have any liability and (b) each other employee benefit plan, program, contract, agreement or arrangement, whether written or unwritten, including, without limitation, any cash bonus or incentive compensation arrangement, retirement or deferred compensation plan, supplemental executive retirement plan, profit sharing plan, unemployment or severance compensation plan, fringe benefit perquisite, for any current or former employee or director of, or other independent contractor or individual service provider to, the Company or any of its subsidiaries that does not constitute an “employee benefit plan” (as defined in Section 3(3) of ERISA), that the Company or any of its subsidiaries maintains, sponsors, participates in, is a party or contributes to, or with respect to which the Company or any of its subsidiaries would reasonably be expected to have any liability, but excluding any plan or arrangement to the extent that such plan or arrangement is addressed in Section 1.7(d) of this Agreement and any employment agreement or offer letter. This Section 1.10 shall have the effect of the Company transferring to Holdco, and Holdco assuming responsibility for, each of the Company Benefit Plans, along with all of the rights and obligations of the Company or any of its subsidiaries under the Company Benefit Plans, effective as of the Effective Time.
Assumption of Benefit Plans. Effective as of the Closing Date, Purchaser or an Affiliate of Purchaser shall assume the sponsorship of each of the Benefit Plans and Employee Arrangements, together with all of the assets and liabilities accrued thereunder. Effective as of the Closing Date, Sellers shall transfer to a trust or trusts to be established by Purchaser or an Affiliate of Purchaser, and such trust or trusts shall assume as of such date, all assets, rights and obligations for benefit payments with respect to such Benefit Plans and Employee Arrangements for which a trust exists immediately prior to the Closing Date.
Assumption of Benefit Plans. At the Effective Time, upon the closing of the Merger and without the need for any further action by any person, Holdco shall assume each and every Company Plan (as defined below) sponsored, maintained, contributed to, participated in, or entered into by the Company or any of its subsidiaries or for which the Company or any of its subsidiaries would reasonably be expected to have any liability (excluding any subsidiary not domiciled in the United States or any state or political subdivision thereof) (each a “US Subsidiary”) that provides, may provide or has provided any payments or other benefits to one or more officers, employees, directors, consultants, individual service providers or independent contractors subject to taxation under the Code (each, a “US Company Plan”). For purposes of this Agreement, “Company Plan” or “Company Plans” shall mean (a) each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA, whether or not subject to ERISA) that the Company or any of its subsidiaries maintains, sponsors, participates in, is a party or contributes to, or with respect to which the Company or any of its subsidiaries would reasonably be expected to have any liability and (b) each other employee benefit plan, program, contract, agreement or arrangement, whether written or unwritten, including, without limitation, any cash bonus or incentive compensation arrangement, retirement or deferred compensation plan, supplemental executive retirement plan, profit sharing plan, unemployment or severance compensation plan, fringe benefit perquisite, or employment or individual consulting agreement, for any current or former employee or director of, or other independent contractor or individual service provider to, the Company or any of its subsidiaries that does not constitute an “employee benefit plan” (as defined in Section 3(3) of ERISA), that the Company or any of its subsidiaries maintains, sponsors, participates in, is a party or contributes to, or with respect to which the Company or any of its subsidiaries would reasonably be expected to have any liability, but excluding any stock option, stock purchase, stock appreciation right or other stock or stock-based incentive plan that the Company or any of its subsidiaries maintains, sponsors, participates in, is a party or contributes to, or with respect to which the Company or any of its subsidiaries would reasonably be expected to have any liability to the extent addressed in Section 8(e) of this...
Assumption of Benefit Plans. Upon the Effective Date, Survivor shall assume and continue both the 1998 Compensatory Stock Option Plan and the 1998 Employee Stock Compensation Plan of Assimilated, without change other than conforming changes in the corporate name, par value of common stock, governing law and similar non-substantive changes. Survivor and its Board of Directors shall have the same rights and powers in regard to such plans as Assimilated and its Board of Directors.
Assumption of Benefit Plans. Further, and notwithstanding any other provision of this Agreement to the contrary, Parent shall, or shall cause the Surviving Corporation to, assume honor and fulfill all Company Benefit Plans and Parent Benefit Plans, in each case in accordance with their terms as in effect immediately prior to the date hereof or as subsequently amended as permitted pursuant to the terms of such Company Benefit Plans or Parent Benefit Plans, respectively, or as permitted pursuant to Section 5.1(b)(iii) or Section 5.2(b)(iii).
