Company Benefit Arrangements. Upon the request of Parent, Company will terminate any Company Benefit Arrangement and any leased employee arrangement or professional employee organization immediately prior to the Effective Time.
Company Benefit Arrangements. (a) Schedule 3.17(a) of the Company Disclosure Letter lists each Company Benefit Arrangement. The term “
Company Benefit Arrangements. Upon Parent’s written request made at least five Business Days in advance of the Closing Date, the Company shall terminate any Company Benefit Arrangement (including the Company’s 401(k) Plan) that the Company is legally entitled to unilaterally terminate no later than the day immediately prior to the Closing Date. If Parent so requests that the Company’s 401(k) Plan be terminated, the Company’s Board of Directors shall adopt resolutions terminating the 401(k) Plan and the Company shall execute an amendment to the 401(k) Plan that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, such resolutions and amendment to be subject to review and approval by Parent’s counsel.
Company Benefit Arrangements. Upon Acquiror’s request, at least five business days prior to the Effective Time of the First Merger, the Company shall terminate the Company’s 401(k) Plan and any employee leasing arrangement or professional employee organization prior to the Closing Date. If Acquiror requests that the Company’s 401(k) Plan be terminated, the Company’s Board of Directors shall adopt resolutions authorizing the termination of the 401(k) Plan no later than the day before the Closing Date, such resolutions and amendment to be subject to the review by and approval of Acquiror’s counsel, which shall not be unreasonably withheld. All participants and former participants in such 401(k) Plan (and in any other Company Benefit Arrangement that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA) shall become fully vested in their account balances under the 401(k) Plan (or the such employee pension benefit plan) to the extent required by Applicable Law. The Company shall terminate any and all group severance, separation, retention and salary continuation plans, programs or arrangements (other than Contracts disclosed in writing to Acquiror prior to the Agreement Date and listed on Schedule 7.10 of the Company Disclosure Letter) prior to the Closing Date.
Company Benefit Arrangements. Upon Acquiror's written request delivered at least five business days prior to the Closing Date, the Company shall terminate any Company Benefit Arrangement intended to constitute a Code Section 401(k) arrangement and any employee leasing arrangement or professional employee organization prior to the Closing Date. If Acquiror requests that the Company's 401(k) Plan be terminated, the Company's Board of Directors shall adopt resolutions authorizing the termination of the 401(k) Plan and the Company shall execute an amendment to the 401(k) Plan that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination. The Company shall terminate any and all group severance, separation, retention and salary continuation plans, programs or arrangements (other than Contracts disclosed in writing to Acquiror prior to the Agreement Date and listed on Schedule 5.10 of the Company Disclosure Letter) prior to the Closing Date.
Company Benefit Arrangements. (a) Schedule 3.18 includes a true and complete description of all arrangements under or with respect to which the Company or any of its ERISA Affiliates provides employee or executive compensation (other than salary or wage), bonus or benefits to any current, former or retired employee, any employee on an approved leave of absence, or any dependent of such Person, whether or not such Company Benefit Arrangement is covered by ERISA (each, a “Company Benefit Arrangement”). The Company has provided to Buyer true and complete copies of each Company Benefit Arrangement or, in the case of each Company Benefit Arrangement not existing in written form, a complete and accurate description of its material terms.
Company Benefit Arrangements. Upon Acquirer’s written request (no later than five (5) business days prior to the Closing Date), the Company shall terminate (a) any Company Benefit Arrangement and any employee leasing arrangement or professional employee organization immediately prior to the Effective Time and (b) any and all group severance, separation, retention and salary continuation plans, programs or arrangements (other than agreements entered into by certain individuals to effect transactions contemplated by this Agreement) prior to the Closing Date. Following the Closing Date, Acquirer shall arrange for each participant in the Company Benefit Arrangements (the “Company Participants”) (including all dependents) who becomes an Acquirer employee (or an employee of any Acquirer subsidiary or affiliate) after the Closing Date to be eligible for the same benefits in the aggregate as those received by Acquirer employees with similar positions and responsibilities, except pursuant to Acquirer’s ESPP (as defined below). Each Company Participant, to the extent permitted by law, applicable tax qualification requirements, the terms of Acquirer’s employee benefit plans (as such plans may be readily amended) and the carriers administering such plans, and subject to any applicable break in service or similar rule, shall receive credit for all purposes, including for eligibility to participate, matching contributions, and vesting under Acquirer employee benefit plans, for years of service with the Company (and its Subsidiaries and predecessors) prior to the Closing Date (except to the extent such service credit will result in duplication of benefits), provided that Acquirer shall use reasonable efforts to obtain the consent of its employee benefit plan carriers to such service credit. If applicable, to the extent permitted by law, applicable tax qualification requirements, the terms of Acquirer’s employee benefit plans (as such plans may be readily amended) and the carriers administering such plans, Acquirer shall cause any and all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any Acquirer employee benefit plans to be waived with respect to such Company Participants and their eligible dependents and shall provide them with credit for any co-payments and deductibles (or similar payments) made during the plan year including the Closing Date for the purposes of satisfying any applicable deductible, o...
Company Benefit Arrangements. The Company's Board of Directors shall adopt resolutions authorizing the termination of the 401(k) Plan no later than the day before the Closing Date and the Company shall execute an amendment to the 401(k) Plan that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination. All participants and former participants in such 401(k) Plan (and in any other Company Benefit Arrangement that is an "employee pension benefit plan" as defined in Section 3(2) of ERISA) shall become fully vested in their account balances under the 401(k) Plan (and any other employee pension benefit plan) to the extent required by law.
Company Benefit Arrangements. (a) Schedule 3.17(a) of the Company Disclosure Letter lists each Company Benefit Arrangement. The term “Company Benefit Arrangement” shall mean every plan, program and arrangement (whether written or unwritten), that is currently maintained, contributed to or required to be contributed to, by the Company or any of its ERISA Affiliates, for the benefit of any Relevant Service Provider, or any of their respective dependents or beneficiaries, or with respect to which the Company has any Liability, in each case, whether funded or unfunded and whether or not subject to ERISA, including: (i) an “employee benefit plan” as defined in Section 3(3) of ERISA, and (ii) all employment, consulting, vacation benefits, severance benefits, retention, education assistance, commission, disability benefits, death benefits, hospitalization benefits, medical benefits, dental benefits, vision care benefits, cafeteria benefits, child/dependent care benefits, sabbatical, retirement benefits, deferred compensation, profit-sharing, pension, stock option, stock appreciation rights, restricted stock, restricted stock unit, phantom or other equity or equity-based compensation, change-in-control, incentive, deferred compensation, salary continuation or bonuses. (b) Each Company Benefit Arrangement has been established, maintained and operated in compliance in all material respects with its terms and applicable Laws. Unless otherwise indicated in Schedule 3.17(b) of the Company Disclosure Letter, each such Company Benefit Arrangement that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is intended to qualify under Section 401(a) of the Code (1) has received a favorable opinion, advisory, notification and/or determination letter, as applicable, and to the Knowledge of the Company, nothing has occurred since the issuance of such opinion, advisory, notification and/or determination letter, as applicable, which could reasonably be expected to cause the loss of the tax-qualified status of such Company Benefit Arrangement, (2) is subject to an application to the Internal Revenue Service for such letter or has a remaining period of time to apply for such letter or (3), relies on a favorable Internal Revenue Service opinion letter or advisory letter issued to the master and prototype or volume submitter plan sponsor of such employee pension benefit plan in accordance with Internal Revenue Service guidance for reliance on such opinion or advisory letters. Each Compa...
Company Benefit Arrangements. The Board or the board of directors of Tandberg Data Corporation, a Delaware corporation (“TD Corp”), as applicable, shall adopt (or shall cause there to be adopted) no later than the day before the Closing Date resolutions terminating each Company Benefit Arrangement intended to be qualified under Section 401(a) of the Code that includes a cash or deferred arrangement intended to qualify under Section 401(k) of the Code (the “401(k) Plan”), such termination to be effective no later than the day before the Closing Date, and authorizing the appropriate officers of TD Corp to make such amendments to the 401(k) Plan that is sufficient to assure that the tax-qualified status of such plan shall be maintained at the time of its termination. The Company shall provide a draft of such resolutions to Buyer prior to their adoption and address, to the reasonable satisfaction of Buyer, any comments Buyer may have as to such resolutions. Immediately prior to such termination, the Company will cause TD Corp to make all necessary payments to the trust for the 401(k) Plan to fund the contributions: (a) necessary or required to maintain the tax-qualified status of the 401(k) Plan; (b) for elective deferrals made pursuant to the 401(k) Plan for the period through and including the time of termination; and (c) for all employer contributions (if any) for the period through and including the time of termination. All participants and former participants in such 401(k) Plan (and in any other Company Benefit Arrangement that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA) shall become fully vested in their account balances under the 401(k) Plan (and any other employee pension benefit plan) to the extent required by law.
