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Certain Plans Sample Clauses

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 PlansPrior 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. (a) Seller RSA Plan Awards for Fiscal Years ending on or prior to October 31, 2006. Seller, under its Restricted Share Award Plan (the "RSA Plan"), shall provide that Transferred C Employees may retain awards granted under the RSA Plan for fiscal years ending on or prior to October 31, 2006, and off-cycle awards granted under the RSA Plan during the fiscal-year ending October 31, 2007, and that such awards shall continue to vest on and after the Initial Closing Date in accordance with the terms of the RSA Plan based on treating employment with OIB Division as employment with Seller and its Affiliates. The OIB Division shall reimburse the Company for the value of the shares (based on the “Average Cost” of each award as defined in the RSA Plan) comprising Transferred C Employees' RSA Plan awards described in this subsection (a) and outstanding as of the Initial Closing Date, to the extent such awards are not vested on the date immediately prior to the Initial Closing Date, with such reimbursement to be provided from time to time as such awards vest and are paid or delivered to the Transferred C Employees or their beneficiaries. Notwithstanding the foregoing, in the event that a Transferred C Employee's employment with the OIB Division is terminated without cause by OIB during the first twelve (12) months following the Initial Closing Date, thereby causing an acceleration in the vesting of such Transferred C Employee's RSA Plan awards described in this subsection (a) (the shares comprising such awards so accelerated referred to as the "Accelerated Shares"), Buyer's obligation to reimburse Seller for the value of the Accelerated Shares shall be pro rated based upon the number of months that have elapsed since the Initial Closing Date until the effective date of termination of such Transferred C Employee's employment, as follows: Buyer's reimbursement obligation in respect of each such Accelerated Share shall equal the value of such Accelerated Share, determined in accordance with the foregoing, multiplied by a fraction, the numerator of which is the number of months having elapsed since the Initial Closing Date until the effective date of termination of such Transferred C Employee's employment, and the denominator of which shall be the number of full months between the Closing Date to the date the Accelerated Share would have become vested under the terms of the RSA Plan in the absence of any acceleration of vesting. Any forfeitures of RSA Plan awards shall re...
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 PlansNo 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. 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 PlansThe Company has no Employee Benefit Plans which are subject to Title IV of ERISA and which are Single Employer Plans (as defined in Section 4001(a)(15) of ERISA).
Certain PlansNeither the Company nor any ERISA Affiliate maintains, contributes to or has any liability in respect of any Multiemployer Plan or any other pension plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA. No Employee Benefit Plan provides medical or other welfare benefits to any present or former employee, director or consultant of the Company or its Subsidiaries beyond termination of service other than group health plan coverage mandated by law. Except as set forth in Schedule 4.13(d), (1) since January 1, 2005 each Employee Benefit Plan that is covered by Section 409A of the Code has been operated in good faith compliance, with respect to present or former employees, directors and consultants of the Company and its Subsidiaries, with the provisions of Section 409A of the Code and the applicable guidance issued by the IRS thereunder such that no such person could be reasonably expected to incur any additional tax under Section 409A(a)(1)(B)(i) of the Code with respect to his or her participation in such Employee Benefit Plan, and (2) no payment made or to be made by the Company or any Subsidiary in connection with or as a result of the contemplated transaction will be nondeductible for federal income tax purposes by reason of Section 280G of the Code.
Certain Plans. The Borrower will not establish or participate in, or permit any Subsidiary to establish or participate in, any Defined Benefit Plan or Multiple Employer Plan.