Certain Plans. Immediately following the Effective Time, Brekford, as the Surviving Corporation in the Brekford Merger, will own substantially all of the assets of Brekford immediately prior to the Brekford Merger. There is no plan or intention for Brekford Merger Sub, as the Surviving Corporation of the Brekford Merger, to transfer any material assets or businesses or to cease any existing business of the Brekford after the Effective Time. There is no plan or intention for the Novume stock issued in the Brekford Merger to be redeemed.
Certain Plans. Immediately following the Effective Time, Company Merger Sub, as the Surviving Corporation in the Company Merger, will own substantially all of the assets of the Company immediately prior to the Company Merger. There is no plan or intention for Company Merger Sub, as the Surviving Corporation of the Company Merger, to transfer any material assets or businesses or to cease any existing business of the Company after the Effective Time. There is no plan or intention for the Novume stock issued in the Company Merger to be redeemed.
Certain Plans. Prior to the Effective Time, the Company’s Board of Directors shall take all necessary and appropriate actions to (i) amend the Company’s 2004 Equity Incentive Plan to delete Section 10 in its entirety so that no awards may be granted under such Section on or after the Effective Time, and (ii) to the extent applicable, amend the 1995 Director Option Plan so that no awards may be granted under the 1995 Director Option Plan on or after the Effective Time. Any outstanding option awards granted under either such plan prior to the Effective Time shall be assumed and converted into the right to receive shares of Parent Common Stock pursuant to Section 3.4 of this Agreement.
Certain Plans. (i) Effective as of the applicable Hire Date, Buyer shall, or shall cause an Affiliate of Buyer to, assume and maintain as plan sponsor and administrator and perform all obligations with respect to, the Seller's Executive Voluntary Deferred Compensation Plan (the "Deferred Compensation Plan"), as it applies to Transferred Employees. Between the date hereof and the applicable Hire Date, at Buyer's request, Seller shall provide a full and accurate report to Buyer as to the amounts accrued to date attributable to the Transferred Employees under the Deferred Compensation Plan. Seller shall transfer to Buyer, as of the close of business on the applicable Hire Date, securities attributable to each affected Transferred Employee's accounts under the Deferred Compensation Plan.
(ii) Subject to the limitations and requirements of Seller's Stock Participation Plan and various stock option plans maintained by Seller (the "Seller Equity Plans"), Seller shall recognize service with Buyer for the purposes of vesting and dividend distributions under the Seller Equity Plans after the applicable Hire Date as if it were service with Seller; provided, however, that Transferred Employees shall not be entitled to any new award under any Seller Equity Plan after the applicable Hire Date and provided, further, that nothing in this Section 3.02(f)(ii) shall be construed to affect or in any way limit (A) the operation or application of any change in control provisions in any Seller Equity Plan; or (B) any right to a dividend distribution to which a Transferred Employee is otherwise entitled as a result of the transactions contemplated herein.
(iii) As of the applicable Hire Date, Buyer shall allow Transferred Employees to participate in its flexible spending account program. At Buyer's request, Seller shall take such action as may be necessary to transfer to Fahnestock, subject to applicable law and those requirements xxxx xxxx be complied with to maintain favorable tax treatment, the positive net aggregate balances (i.e., actual salary reductions, less expenses incurred), if any, under Seller's Flexible Spending Account Program for each of the Transferred Employees. Each salary reduction election executed by a Transferred Employee for 2003 under Seller's Flexible Spending Account Program shall continue in effect for 2003 with respect to Buyer's flexible spending account program until such salary reduction election is revoked or amended by such Transferred Employee. Section 3.02(f)...
Certain Plans. No Company Benefit Plan is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Neither the Company, nor any entity that would have ever been considered a single employer with the Company under Section 4001(b) of ERISA or part of the same “controlled group” as the Company for purposes of Section 302(d)(3) of ERISA, has ever maintained any employee benefit plan that is, was or would have been (if such plan was subject to ERISA), subject to Title IV of ERISA, Section 412 of the Code, Section 302 of ERISA or is a Multiemployer Plan.
Certain Plans. (a) Section 2.07(b) of the EMA is amended by adding the following clauses (iii) and (iv):
(iii) SpecCo (or its applicable Affiliate) shall assign to E. I. du Pont de Nemours and Company and E. I. du Pont de Nemours and Company shall (and AgCo shall cause it to) assume from the applicable members of the SpecCo Group all of the rights and obligations of the sponsor of the Pension Restoration Plan for Title V of the DuPont Pension and Retirement Plan, the Retirement Restoration Plan for Title V of the DuPont Pension and Retirement Plan and the Solae Supplemental Retirement Plan (the “Transferred S-A Plans”);
(iv) SpecCo shall direct the trustee of the Existing Rabbi Trust to Transfer to the trustee of the New Rabbi Trust, in kind, such portion of the “Plan Accounts” under the Existing Rabbi Trust attributable to the Transferred S-A Plans.
Certain Plans. The Company has no Employee Benefit Plans which are subject to Title IV of ERISA and which are Multi-Employer Plans (as defined in Section 4001(a)(3) of ERISA).
Certain Plans. Other than the plans listed on Schedule 3.22(a), ------------- ---------------- the Company does not now, nor has it ever, maintained, established, sponsored, participated in, or contributed to, any Company Employee Plan which is subject to ERISA or Section 412 of the Code.
Certain Plans. No Company Benefit Plan is or has been (i) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA; (ii) an “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) that is subject to the provisions of Title IV of ERISA, or (iii) a multiemployer plan (within the meaning of Section 3(37) of ERISA, and there is no current or potential liability for any such plan that the Company (for purposes of this subsection “Company” shall include each trade or business (“ERISA Affiliate”), whether or not incorporated, which is a member of a group of which the Company is a member and which is under common control within the meaning of Section 414 of the Code and the regulations thereunder or Section 4001(b) of ERISA and the regulations thereunder) maintains or has maintained, or in which the Company participates or has participated, or to which the Company contributes, is required to contribute, has contributed, or has been required to contribute, or for which the Company has any liability. Additionally, no Company Benefit Plan promises or provides retiree medical or other retiree welfare or life insurance benefits to any person, except as may be required under Code Section 4980B and ERISA Sections 601 through 608, inclusive, or similar applicable state or local Law
Certain Plans. Neither the Seller nor any Affiliate (as defined below) has ever (i) maintained any Employee Program which has been subject to Title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I or ERISA) or has ever promised to provide such post-termination benefits.
