Benefits Matters. (a) Until the 12-month anniversary of the Effective Time (the “Continuation Period”), Receiver shall provide, or cause to be provided to, Receiver Employees and Safety Employees (the “Affected Employees”) total compensation and employee benefits that are substantially comparable in the aggregate to those currently provided by Receiver or Safety (or their respective Subsidiaries), as applicable, to such employees pursuant to the Receiver Employee Plans or the Safety Employee Plans, as applicable, it being understood that the particular elements of compensation and benefits provided after the Effective Time may be different from the particular elements of compensation and benefits provided before the Effective Time.
(b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under any employee benefit plans, programs or arrangements of Receiver or the Surviving Company or their respective Subsidiaries that provide benefits to the Affected Employees (the “New Plans”) and any employee benefit plan, program or arrangement of Parent in which any Affected Employee participates, each Affected Employee shall be credited with his or her years of service with, as applicable, Receiver or Safety (and their respective Subsidiaries and predecessors) before the Effective Time, to the same extent as such Receiver or Safety employee was entitled, before the Effective Time, to credit for service under any similar employee benefit plan of Receiver, the Surviving Company, Parent or any of their respective Subsidiaries, as applicable, in which such employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or retiree medical benefit plan or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Affected Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans, except to the extent such employee would not have been eligible to participate under comparable plans of Receiver or Safety (or their respective Subsidiaries), as applicable, immediately prior to the Effective Time and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Affected Employee, Receiver or the Surviving Company shall cause...
Benefits Matters. (a) For purposes of this Agreement, "Affected Employees" shall mean those individuals who are classified as regular permanent employees of the Company and its subsidiaries (including those so classified employees who are on vacation, leave of absence, disability or maternity leave) as of the Effective Time who are in jobs that will not be covered by collective bargaining or other labor union contracts applicable to employees of Parent or the Company or any of their subsidiaries after giving effect to the Merger.
Benefits Matters. (a) Prior to the Closing, the Monsoon Board (or any authorized committee thereof) shall take all necessary action required in order to amend the Monsoon 2010 Share Incentive Plan to provide that the number of Monsoon Ordinary Shares available for issuance under such Monsoon Stock Plan shall be 3,095,840.
(b) As soon as practicable following the Closing, the Monsoon Board (or any authorized committee thereof) shall take all necessary action required to grant Monsoon Restricted Stock Units in respect of an aggregate of up to 619,522 Monsoon Ordinary Shares to the Indigo Business Employees set forth in Schedule 7.06(b), which Schedule shall be provided to Monsoon no later than three Business Days prior to the Closing and shall include the number of Monsoon Ordinary Shares in respect of such Monsoon Restricted Stock Units to be granted to each such Indigo Business Employee, provided that, in the event that any Indigo SARs or Naspers Rollover RSUs are forfeited between the date hereof and the Closing as a result of an Indigo Business Employee’s termination of employment during such period, the aggregate number of Monsoon Ordinary Shares in respect of which Monsoon Restricted Stock Units shall be granted pursuant to this Section 7.06(b) shall be increased by the number of Monsoon Ordinary Shares in respect of restricted share units into which such forfeited Indigo SARs and Naspers Rollover RSUs would have converted pursuant to Sections 7.07(a)(i) and 7.07(a)(ii). The Monsoon Restricted Stock Units to be granted pursuant to this Section 7.06(b) shall be granted under the Monsoon 2010 Share Incentive Plan on the same terms and conditions (including vesting schedule and acceleration of vesting) of Monsoon Restricted Stock Units granted under the Monsoon 2010 Share Incentive Plan to similarly situated employees of Monsoon in the ordinary course of business consistent with past practice.
(c) Monsoon and its Affiliates (including, following the Closing, the Indigo Group Companies) shall not assume any Indigo Business Benefit Plans other than the Assumed Benefit Plans. From and after the Closing, Indigo Parent or one of its Affiliates (other than an Indigo Group Company) shall retain all Liabilities with respect to the Indigo Business Benefit Plans and Monsoon and its Affiliates (including the Indigo Group Companies) shall have no Liability with respect thereto, other than, in each case, with respect to the Assumed Benefit Plans.
(d) Prior to the Closing, Indigo Parent...
Benefits Matters. (a) On and after the Effective Time, the Surviving Corporation shall promptly pay or provide when due all compensation and benefits earned through or prior to the Effective Time as provided pursuant to the terms of any compensation arrangements, employment agreements and employee or director benefit plans, programs and policies in existence as of the date hereof for all employees (and former employees) and directors (and former directors) of the Company and previously disclosed to Purchaser. Purchaser and the Company agree that the Surviving Corporation shall pay promptly or provide when due all compensation and benefits accrued or incurred prior to the Effective Time and required to be paid pursuant to the terms of any individual agreement with any employee, former employee, director or former director in effect and disclosed to Purchaser as of the date hereof, or pursuant to any applicable collective bargaining agreement.
(b) Notwithstanding the remaining provisions of this Section 6.6, the Company and its subsidiaries, and the Surviving Corporation, its subsidiaries and its successors and assigns, will honor all director retirement benefits, and all employment or severance agreements with any Employee (as defined below) or former employee of the Company or any of its subsidiaries, in existence on the date hereof which are listed on Section 3.10 of the Company Disclosure Schedule and a full and complete copy (or, in the case of oral agreements, written summary) of which has been provided to Purchaser prior to the date hereof. "Employee" shall mean any employee of the Company or its subsidiaries immediately prior to the purchase of Shares pursuant to the Offer.
Benefits Matters. (a) Section 5.10(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a correct and complete list identifying any material Company Benefit Plan. The Company has delivered or made available to Parent correct and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a written description thereof, (ii) the three most recent annual report on Form 5500 filed with the Internal Revenue Service (the “IRS”) with respect to each material Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description and any material modification with respect thereto, if any, for each material Company Benefit Plan for which such summary plan description is required, (iv) each trust agreement and group annuity contract relating to any material Company Benefit Plan, (v) the most recent financial statements and actuarial reports for each material Company Benefit Plan (if any), (vi) the most recent determination or opinion letter received from the IRS with respect to each Company Benefit Plan intended to qualify under Section 401 of the Code and (vii) since December 31, 2019, all non-routine, written communications relating for each material Company Benefit Plan.
(b) All Company Benefit Plans that are intended to be qualified and exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code have been the subject of, have timely applied for or have not been eligible to apply for, as of the date of this Agreement, determination or opinion letters from the IRS to the effect that such Company Benefit Plans and the trusts created thereunder are so qualified and tax-exempt, and no such determination or opinion letter has been revoked nor, to the Knowledge of the Company, has revocation been threatened, nor has any such Company Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs.
(c) None of the Company, the Company Subsidiaries and their respective ERISA Affiliates has during the past six years sponsored, maintained, contributed to or been required to maintain or contribute to, or has any actual or contingent liability under, any Company Benefit Plan that is a “defined benefit plan” (as defined in Section 3(35) of ERISA), a Multiemployer Plan or a plan that has two or more contributin...
Benefits Matters. 34 SECTION 5.06. Stock-Based Compensation.............................35 SECTION 5.07. Fees and Expenses....................................35 SECTION 5.08. Indemnification, Exculpation and Insurance...........37 SECTION 5.09. Financing............................................38 SECTION 5.10. Transfer Taxes.......................................38 SECTION 5.11.
Benefits Matters. 47 SECTION 5.08. Public Announcements...........................................48 SECTION 5.09. Rights Agreement...............................................48 ARTICLE VI
Benefits Matters. 41 SECTION 5.09 Public Announcements.............................43 SECTION 5.10
Benefits Matters. (a) All Parent Benefit Plans that are intended to be qualified and exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code have been the subject of, have timely applied for or have not been eligible to apply for, as of the date of this Agreement, determination or opinion letters from the IRS to the effect that such Parent Benefit Plans and the trusts created thereunder are so qualified and tax-exempt, and no such determination or opinion letter has been revoked nor, to the Knowledge of Parent, has revocation been threatened, nor has any such Parent Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs.
(b) None of Parent, the Parent Subsidiaries and their respective ERISA Affiliates has during the past six years sponsored, maintained, contributed to or been required to maintain or contribute to, or has any actual or contingent liability under, any Parent Benefit Plan that is a “defined benefit plan” (as defined in Section 3(35) of ERISA), a Multiemployer Plan or a plan that has two or more contributing sponsors at least two of whom are not under common control (within the meaning of Section 4063 of ERISA) or that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code.
(c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect, (i) each Parent Benefit Plan and its related trust, insurance contract or other funding vehicle has been administered in accordance with its terms and is in compliance with ERISA, the Code and all other Laws applicable to such Parent Benefit Plan and (ii) Parent and each of the Parent Subsidiaries is in compliance with ERISA, the Code and all other Laws applicable to the Parent Benefit Plans.
Benefits Matters. 51 SECTION 5.09. Public Announcements........................................53 SECTION 5.10. Future Employment...........................................54 ARTICLE VI
