Certain Benefit Plans. (a) Parent shall take such reasonable actions as are necessary to allow eligible employees of the Company to participate in the benefit programs of Parent, or alternative benefit programs substantially comparable in the aggregate to those applicable to employees of Parent, as soon as practicable after the Effective Time in accordance with the terms of such programs. Parent shall assume all of the Company's liability under Section 4980B of the Code and Part 6 of Title I of ERISA with respect to COBRA participants (other than any liability of the Company to pay, or reimburse any such participants for, COBRA premiums) in accordance with Treasury Regulation Section 54-4980B-9 as if the Company had terminated coverage under its group health plans on the Effective Date.
(b) Parent shall cause each such benefit program in which employees of Parent and its subsidiaries are eligible to participate to take into account for purposes of eligibility and vesting thereunder the service of such employees with the Company and its subsidiaries to the same extent as such service was credited for such purpose by the Company; provided, that in no circumstances shall the crediting of such service create duplicative benefits.
(c) Parent shall honor and continue to be obligated to perform, in accordance with their terms, all benefit obligations to, and contractual rights of, current and former employees of the Company existing as of the Effective Date, as well as all employment or severance agreements of the Company.
(d) If former or active employees of the Company or any of its subsidiaries become eligible to participate in a medical, dental, or vision plan of Parent, Parent shall cause each such plan to (i) waive any preexisting condition limitations to the extent such conditions are covered unconditionally for such person under the applicable medical, dental, or vision plans of the Company, (ii) honor under such plans any deductible, co-payment, and out-of-pocket expenses incurred by the employees and their beneficiaries during the portion of the calendar year prior to such participation, and (iii) waive any waiting period limitation or evidence of insurability requirement which would otherwise be applicable to such employee on or after the Effective Time to the extent such employee had satisfied any similar limitation or requirement under an analogous Company benefit program prior to the Effective Time.
(e) If the Company is required to terminate its plan which is qualified u...
Certain Benefit Plans. Parent shall take such reasonable actions as are necessary to allow eligible employees of the Company to participate in the benefit programs of Parent, or alternative benefits programs substantially comparable to those applicable to employees of Parent on similar terms, as soon as practicable after the Effective Time.
Certain Benefit Plans. Except as otherwise provided in Section 4.4, Parent agrees that the Company will assume and honor and, from and after the Effective Time, it will cause the Surviving Corporation to assume and honor all obligations under Employee Benefit Plans of the Company and all employment, change-in-control, retention, severance and other similar agreements entered into by the Company prior to the date hereof, including those which provide for the payment, vesting or acceleration of benefits to employees, former employees or directors or former directors of the Company upon or in connection with a change in control of the Company (all of which are listed in Section 5.25 of the Company Disclosure Letter); provided, however, that nothing in this Agreement shall be interpreted as limiting the power of Parent or the Surviving Corporation to amend or terminate any such Employee Benefit Plan or as requiring Parent or the Surviving Corporation to offer to continue (other than as required by its terms) any written employment contract so long as any such action shall not adversely affect the accrued rights or accrued benefits of any employees or other beneficiaries which shall have arisen thereunder prior to such amendment or termination and shall not affect any rights or benefits for which the agreement of the other party or a beneficiary is required as a condition to any such amendment or termination. Parent or the Surviving Corporation shall offer to each employee of the Company who remains an employee of the Surviving Corporation or who becomes an employee of Parent after the Effective Time (a "Continuing Employee") participation in employee benefit plans of Parent as deemed appropriate by Parent. Parent will, or will cause the Surviving Corporation or another appropriate Subsidiary of Parent to, give Continuing Employees full credit under such plans for prior service at the Company for purposes of eligibility, vesting, benefit accrual, and determination of the level of benefits for prior service at the Company or any corporate predecessor of the Company.
Certain Benefit Plans. As soon as practicable after the execution of this Agreement, the Company and Acquirer shall use their commercially reasonable efforts to confer and work together in good faith to agree upon mutually acceptable employee benefit arrangements (and terminate Company Employee Plans immediately prior to the Effective Time if appropriate) so as to provide benefits to employees of the Company generally equivalent in the aggregate to those provided to similarly situated employees of Acquirer. In addition, the Company agrees that it and its Subsidiaries shall terminate any and all group severance, separation, retention and salary continuation plans, programs or arrangements (other than contractual agreements disclosed on the Company Disclosure Letter) prior to the Effective Time. Years of service with the Company or any of its Subsidiaries or predecessor organizations thereof (and service otherwise credited by the Company or any of its Subsidiaries or predecessor organizations thereof) prior to the Effective Time shall be credited under the Acquirer Employee Plans listed under Items 3, 11 and 12 of Schedule 4.14(a) to the Acquirer Disclosure Letter to the same extent as service with Acquirer is credited under such Acquirer Employee Plans (including for purposes of eligibility, vesting and benefit accrual). Employees of the Company who participate in an Acquirer Employee Plan listed under Items 3, 11 and 12 of Schedule 4.14(a) to the Acquirer Disclosure Letter shall participate in such Acquirer Employee Plan on terms no less favorable than those offered by Acquirer to employees of Acquirer (including those provisions relating to the coverage of dependents). Acquirer shall use its commercially reasonable efforts to cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group plans to be waived with respect to Employees of the Company who participate in any Acquirer Employee Plan listed under Items 3, 11 and 12 of Schedule 4.14(a) to the Acquirer Disclosure Letter, and their eligible dependents, and shall provide each such participant and dependent with credit for any co-payments and deductibles paid prior to the Effective Time for purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under all such Acquirer Employee Plans in which such participants are eligible to participate after the Effective Time. Notwithstanding any of the foregoing to the contrary, ...
Certain Benefit Plans. 44 5.15 Tax-Free Reorganization...................................45 5.16
Certain Benefit Plans. 57 6.17 Indemnification.................................................58 6.18 Takeover Law....................................................59 6.19
Certain Benefit Plans. 40 6.4 No Survival of Representations and Warranties................. 41 6.5 Company Rights Plan........................................... 41 6.6 Consents...................................................... 41 6.7
Certain Benefit Plans. (a) (i) With respect to ---------------------- unexpired options ("Options"), whether or not exercisable at the Effective Date, including stock appreciation rights relating thereto, outstanding on the Effective Date which have been issued pursuant to the Company's 1982 Stock Option Plan, as amended (the "1982 Stock Option Plan"), the Company's 1992 Stock Option Plan, as amended (the "1992 Stock Option Plan"), or the Company's 1992 Non-Employee Directors Stock Option Plan, as amended (the "Director Option Plan"), each such Option with an exercise price less than the Total Merger Consideration (an "Eligible Option") shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, for each share of Company Common Stock subject thereto, a cash payment without interest equal to the Total Merger Consideration, less the per share exercise price of each such Option. Such Options shall be canceled upon such cash payment following the Merger.
Certain Benefit Plans. Avant! shall take such reasonable actions as are necessary to allow eligible employees of Compass to participate in the benefit programs of Avant!, or alternative benefits programs in the aggregate substantially comparable to those applicable to employees of Avant! on similar terms, as soon as practicable after the Effective Time of the Merger. For purposes of satisfying the terms and conditions of such programs, to the extent permitted by Avant!'s benefit programs, Avant! shall use reasonable efforts to give full credit for eligibility, vesting or benefit accrual for each participant's period of service with Compass or VLSI.
Certain Benefit Plans. (a) Following the Effective Time and until the first anniversary thereof, Parent shall cause employees of the Company immediately preceding the Effective Time ("Company Employees") to be covered under employee benefit plans that are substantially comparable, in the aggregate, to the employee benefit plans provided by Parent to employees of its other schools. Parent shall cause service with the Company to be recognized as service for purposes of all employee benefit plans and compensation arrangements applicable to Company Employees after the Effective Time, to the extent such service is credited under comparable plans and arrangements of the Parent's other schools.
(b) Prior to the Closing Date, the Company's Board of Directors shall adopt a resolution freezing and terminating each Company Benefit Plan which contains a cash or deferred arrangement subject to Section 401(k) of the Code. As soon as practical after the Closing, Parent may cause the terminated Company Benefit Plan to be filed with the Internal Revenue Service for a favorable determination letter and shall take such other steps as it deems necessary in its sole discretion with respect to the terminated Company Benefit Plan. Parent agrees that it shall assume and be solely responsible for any obligations under COBRA associated with applicable Company Benefit Plans.
