Assumption of Plan. It is the present intention of the Company permanently to maintain the Plan and continue to make contributions under Article III(A); provided, however, that subject to Article XI(E) -
Assumption of Plan. Plan Options and Non-Plan Options. Upon consummation of the Merger, the Company's 2000 Incentive Compensation Plan shall be assumed by, and become the 2000 Incentive Compensation Plan, of the Holding Company. Each outstanding option to purchase common stock of the Company, whether vested or unvested, and whether a plan option or non-plan option, shall be assumed by the Holding Company. Accordingly, upon consummation of the Merger: (i) each option assumed by the Holding Company may be exercised solely for shares of Holding Company Common Stock; (ii) the number of shares of Holding Company Common Stock subject to each such assumed option shall be equal to the number of shares of Company Common Stock that were subject to such option immediately prior to the Effective Date; (iii) the per share exercise price for shares of Holding Company Common Stock issuable upon the exercise of each such assumed option shall be equal to the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Date; and (iv) the provisions of each such option shall otherwise remain unchanged.
Assumption of Plan. Subject to Section 5.5, nothing herein shall prohibit the assumption of the obligations and liabilities of the Employer under the Plan by any successor entity. Adoption Agreement Section 7.1 shall be amended by adding the following at the conclusion thereof: Notwithstanding the foregoing, a Participant may elect a different distribution option with respect to each Plan Year’s Participant Deferral Credits and Employer Credits provided that such election is made prior to the beginning of the Plan Year. EXHIBIT C
Assumption of Plan. Upon the Merger Effective Time, Parent shall assume the Equity Compensation Plan, provided that all references to “Company” in the Equity Compensation Plan and the documents governing the Converted Options after the Merger Effective Time will be deemed references to Parent and the number of shares of Class A Parent Common Stock available for awards under the Equity Compensation Plan shall be determined by multiplying the number of Units available for awards under the Equity Compensation Plan immediately before the Merger Effective Time by the Equity Award Exchange Ratio; provided that no further awards shall be granted under the Equity Compensation Plan following the Merger Effective Time.
Assumption of Plan. URH and the Company hereby agree that they will, at the Effective Time, execute, acknowledge and deliver an assumption agreement pursuant to which URH will, from and after the Effective Time, assume and agree to perform all obligations of the Company pursuant to (x) the Company's 1997 Stock Option Plan (the "Plan").
Assumption of Plan. X-1 B. Liquidation, or Temporary Continuation of Trust........................................... X-1 C. Termination of Trust...................................................................... X-2 D. Amendment................................................................................. X-2 ARTICLE XI - MISCELLANEOUS.................................................................................. XI-1 A. Persons Prohibited from Serving as Fiduciaries Etc........................................ XI-1 B. Information Required by ERISA............................................................. XI-1 C. Retention of Records for Six Years........................................................ XI-1 D. No Reversion.............................................................................. XI-1
Assumption of Plan. Speedway SuperAmerica LLC shall assume, as the new plan sponsor and administrator, the responsibilities of the operation, administration and funding of the Petroleum Marketing Retirement Plan (the “PMRP”). In connection with such assumption, Marathon represents and warrants that the PMRP is tax qualified under Section 401(a) of the Code and is and has been operating in substantial compliance with all applicable requirements of the Code and ERISA through the date on which Speedway SuperAmerica LLC assumes the duties of plan sponsor and administrator thereof. Unless otherwise agreed by Marathon and Ashland, such assumption shall occur as of the Closing Date.
Assumption of Plan. The Company shall assume, as the new plan sponsor and administrator, the responsibilities of the operation, administration and funding of the Northwestern Refinery Pension Plan. In connection with such assumption, Ashland represents and warrants that the Northwestern Refinery Pension Plan is tax qualified under Section 401(a) of the Code and is and has been operating in substantial compliance with all applicable requirements of the Code and ERISA through the date on which the Company assumes the duties of plan sponsor and administrator thereof. Unless otherwise agreed by Marathon and Ashland, such assumption shall occur upon the Employment Transfer Date or upon a reasonable date thereafter.
Assumption of Plan. New Holding Co. and the Company hereby agree that they will, at the Effective Time, execute, acknowledge and deliver an assumption agreement pursuant to which New Holding Co. will, from and after the Effective Time, assume and agree to perform all obligations of the Company pursuant to the Company's 1996 Equity Incentive Plan (the "Plan"). The assumption by New Holding Co. of the obligations of the Company with respect to options issued under the Plan which are "incentive stock options" as defined in Section 422 of the Code shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code.
Assumption of Plan. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, whether pursuant to the Merger or otherwise, to expressly assume and agree to perform the obligations under this Plan in the same manner and to the same extent the Company would be required to perform if no such succession had taken place.
