Defined Contribution Plans The Company does not maintain, contribute to or have any liability under (or with respect to) any employee plan which is a tax-qualified "defined contribution plan" (as defined in Section 3(34) of ERISA), whether or not terminated.
Defined Contribution Plan A plan under which Employee accounts are maintained for each Participant to which all contributions, forfeitures, investment income and gains or losses, and expenses are credited or deducted. A Participant’s benefit under such plan is based solely on the fair market value of his or her account balance.
Defined Benefit Pension Plans The Borrower will not adopt, create, assume or become a party to any defined benefit pension plan, unless disclosed to the Lender pursuant to Section 5.10.
Defined Benefit Plans The Company has not maintained or contributed to a defined benefit plan as defined in Section 3(35) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). No plan maintained or contributed to by the Company that is subject to ERISA (an “ERISA Plan”) (or any trust created thereunder) has engaged in a “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) that could subject the Company to any material tax penalty on prohibited transactions and that has not adequately been corrected. Each ERISA Plan is in compliance in all material respects with all reporting, disclosure and other requirements of the Code and ERISA as they relate to such ERISA Plan, except for any noncompliance which would not result in the imposition of a material tax or monetary penalty. With respect to each ERISA Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code, either (i) a determination letter has been issued by the Internal Revenue Service stating that such ERISA Plan and the attendant trust are qualified thereunder, or (ii) the remedial amendment period under Section 401(b) of the Code with respect to the establishment of such ERISA Plan has not ended and a determination letter application will be filed with respect to such ERISA Plan prior to the end of such remedial amendment period. The Company has never completely or partially withdrawn from a “multiemployer plan,” as defined in Section 3(37) of ERISA.
Defined Benefit Plan A plan under which a Participant’s benefit is determined by a formula contained in the plan and no Employee accounts are maintained for Participants.
DEFINED BENEFIT PLAN LIMITATION If the Employer maintains a defined benefit plan, or has ever maintained a defined benefit plan which the Employer has terminated, then the sum of the defined benefit plan fraction and the defined contribution plan fraction for any Participant for any Limitation Year must not exceed 1.0. The Employer must provide in Adoption Agreement Section 3.18 the manner in which the Plan will satisfy this limitation. The Employer also must provide in its Adoption Agreement Section 3.18 the manner in which the Plan will satisfy the top heavy requirements of Code Section 416 after taking into account the existence (or prior maintenance) of the defined benefit plan.
Cash Balances The Equipment Growth Funds of which FSI is the sole general partner shall maintain aggregate unrestricted cash balances of $8,500,000.
Employee Matters; Benefit Plans (a) Except as required by applicable Legal Requirements, the employment of each of the Acquired Corporations’ employees is terminable by the applicable Acquired Corporation at will.
Defined Term Section Action Section 5.11(a) ADS Depositary Section 4.3 Affected Employees Section 5.12(a) Affiliate Section 3.27 Agreement Preamble Antitrust Laws Section 5.4(c) Applicable Laws Section 3.5(a) Assumed Option Section 2.1(c)(iii)(A) Assumed RSU Award Section 2.1(c)(v)(B) Book Entry Share Section 2.1(c)(i) Business Day Section 8.9(k) Cash-Only Shares Section 2.1(c)(i) Certificate of Merger Section 1.1 Class A Ordinary Shares Recitals Class B Ordinary Shares Section 4.3 Closing Section 1.2 Closing Date Section 1.2 Code Section 2.1(c)(iii)(A) Company Preamble Company Acquisition Proposal Section 5.2(a) Company Adverse Recommendation Change Section 5.2(d)(i) Company Benefit Plans Section 3.11(a) Company Certificate Section 2.1(c)(i) Company Common Stock Recitals Company Disclosure Schedule Article 3 Company ESPP Section 5.12(d) Company Material Adverse Effect Section 3.1 Company Material Contract Section 3.23(a) Company Permits Section 3.5(b) Company Permitted Liens Section 3.21(a) Company Preferred Stock Section 3.3 Company Real Property Section 3.5(d) Company Reports Section 3.7(a) Company Representatives Section 5.2(a) Company Restricted Stock Awards Section 2.1(c)(iv) Company Rights Section 2.5 Company Rights Agreement Section 2.5 Company RSU Awards Section 2.1(c)(v) Company Stockholder Approval Section 3.20 Company Stock Option Section 2.1(c)(iii)(A) Company Superior Proposal Section 5.2(d)(ii) Defined Term Section Competition Action Section 5.4(c) Confidentiality Agreement Section 5.2(a) control Section 3.27 Cutoff Date Section 8.9(e) Definitive Financing Agreements Section 5.13(b) Delaware Sub Preamble Deposit Agreement Section 4.3 Derivative Transaction Section 3.25(a) DGCL Recitals Dissenting Shares Section 2.1(c)(vii) Dissenting Stockholder Section 2.1(c)(vii) DLLCA Recitals Effective Time Section 1.1 Environmental Laws Section 3.13(a) ERISA Section 3.11(a) ERISA Affiliate Section 3.11(c) Equity Compensation Exchange Ratio Section 2.1(c)(i) Exchange Act Section 3.4 Exchange Agent Section 2.2(a) Exchange Fund Section 2.2(a) Exchange Ratio Section 2.1(c)(i) Excluded Shares Section 2.1(c)(ii) FCPA Section 3.5(e) Fee Section 7.5(b) Final Parent Stock Price Section 2.1(c)(i) Financing Section 5.13(a) Financing Commitments Section 5.13(a) Financing Sources Section 5.13(a) Form F-6 Section 5.7(a) Form S-4 Section 5.7(a) GAAP Section 3.7(b) Governmental Entity Section 3.6(b) Governmental Official Section 3.5(e) Hazardous Materials Section 3.13(b) HSR Act Section 3.6(b) Indemnified Party(ies) Section 5.11(a) IRS Section 3.11(a) Liens Section 3.4 Material Adverse Effect Section 8.9(c) Merger Recitals Merger Consideration Section 2.1(c)(i) Merger Sub Preamble New Financing Commitments Section 5.13(a) Non-U.S. Antitrust Laws Section 5.4(a)(i) Non-U.S. Company Benefit Plan Section 3.11(a) vi Defined Term Section Non-U.S. Parent Benefit Plan Section 4.11(a) NYSE Recitals OFAC Section 3.5(f) Parent Preamble Parent ADS Recitals Parent Adverse Recommendation Change Section 5.16(d)(i) Parent Alternative Proposal Section 5.16(a) Parent Benefit Plans Section 4.11(a) Parent Disclosure Schedule Article 4 Parent Material Adverse Effect Section 4.1 Parent Material Contract Section 4.23(a) Parent Options Section 4.3 Parent Permits Section 4.5(b) Parent Permitted Liens Section 4.21(a) Parent Real Property Section 4.5(d) Parent Representatives Section 5.16(a) Parent Reports Section 4.7(a) Parent Shareholder Approval Section 4.20 Parent Superior Proposal Section 5.16(d)(ii) Parent UK Prospectus Section 5.7(d)(i) Per Share Cash-Only Additional Cash Amount Section 2.1(c)(i) Per Share Cash Amount Section 2.1(c)(i) Per Share Stock Amount Section 2.1(c)(i) Person Section 3.5(e) PFIC Section 4.10(b) Proxy Statement/Prospectus Section 5.7(a) Regulatory Filings Section 3.6(b) Required Jurisdiction Section 6.1(b)(iii) Returns Section 3.10(a) Rule 16b-3 Section 5.9 Xxxxxxxx-Xxxxx Act Section 3.7(a) SEC Section 3.7(a) Securities Act Section 3.6(b) Significant Subsidiary Section 3.4 Subsidiary Section 8.9(d) Surviving Entity Section 1.1 tax(es) Section 3.10(f) Third Party Provision Section 8.3 to the knowledge of Section 8.9(b) UK FSMA Section 2.2(b)(i) UK Prospectus Rules Section 5.7(d)(i) UKLA Section 5.7(d)(i) U.S. Company Benefit Plan Section 3.11(a) U.S. Parent Benefit Plan Section 4.11(a) AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 6, 2011, is by and among Ensco plc, a public limited company organized under the laws of England and Wales (“Parent”), Pride International, Inc., a Delaware corporation (the “Company”), ENSCO Ventures LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), and ENSCO International Incorporated, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Delaware Sub”).
Bank Accounts; Cash Balances (a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by SpinCo or any other member of the SpinCo Group (collectively, the “SpinCo Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent or any other member of the Parent Group (collectively, the “Parent Accounts”) so that each such SpinCo Account and Parent Account, if currently Linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any Parent Account or SpinCo Account, respectively, is de-Linked from such Parent Account or SpinCo Account, respectively.
