Comparability of Benefits. Except as provided in the Employment Agreements, the Parent shall cause the Surviving Corporation to assume all employment and other related agreements with respect to any current employee of Company, which shall be performed in accordance with their terms. In addition, the obligations under each Benefit Plan as to which Company or any of its Subsidiaries has any obligation with respect to any current or former employee shall become the obligations of the Surviving Corporation at the Effective Time; provided, however, as soon as practicable, the Parent shall, or shall cause the Surviving Corporation to, provide to the Employees the same benefits which are provided to similarly situated employees of the Parent immediately prior to the Effective Time. Notwithstanding the foregoing, nothing herein shall require (A) the continuation of any particular Benefit Plan or prevent the amendment or termination thereof or (B) the Parent or the Surviving Corporation to continue or maintain any stock purchase or other equity plan related to the equity of Company or the Surviving Corporation or the Parent.
Comparability of Benefits. For one year following the Closing Date, Buyer shall, or shall cause its Affiliates to, provide compensation (including rate of annual base salary or wages and annual and long-term cash incentive opportunities) and employee benefits to each Group Employee employed by a Group Member on the Closing Date and who is not represented by a labor organization that are substantially comparable in the aggregate to the compensation and employee benefits that are in effect for such Group Employee immediately prior to the Closing Date, and for each Group Employee who is represented by a labor organization, Buyer shall and shall cause its Affiliates to comply with Section 5.8. Nothing in this Section 5.1 shall limit the right of any Group Member to terminate the employment of any employee at any time following the Closing Date.
Comparability of Benefits. (a) For a period of at least one year following the Closing Date or as otherwise required by Applicable Law or contract, Buyer shall, or shall cause the applicable Company to, provide Company Employees:
Comparability of Benefits. 1. Employer shall maintain the same medical, dental, life, disability, and vision insurance for members of the union as it does for members of the other bargaining unit. A copy of the current contract provisions covering these benefits is appended to this contract.
Comparability of Benefits. GBCI's and Glacier Bank's personnel policies will apply to any current Employees who are retained after the Effective Time (collectively, the "Continuing Employees"). Such Continuing Employees will be eligible to participate in all of the benefit plans of GBCI and/or Glacier Bank that are generally available to similarly situated employees of GBCI and/or Glacier Bank in accordance with and subject to the terms of such plans. From the date of the Closing until the first anniversary thereof, GBCI shall use commercially reasonable efforts to, or shall use commercially reasonable efforts to cause its Affiliates to, provide to each Continuing Employee (A) monetary base and incentive compensation opportunities that are, in the aggregate, substantially similar to over the long term, those provided by AB or its Affiliates to such Continuing Employee as of immediately prior to the Closing, and (B) benefits that are, in the aggregate, no less favorable than those provided to such Continuing Employee as of immediately prior to the Closing (it being understood that GBCI's benefit plans and plan terms are different than AB's benefit plans), taken as a whole. 6.2.2
Comparability of Benefits. 30 6.4.2 Termination and Transfer/Merger of Plans....................... 30 6.4.3 No Contract Created............................................ 30 SECTION 7 TERMINATION OF AGREEMENT AND ABANDONMENT OF TRANSACTION........................ 30
Comparability of Benefits. Glacier confirms to Big Sky its present intention to provide Continuing Employees with employee benefit programs which, in the aggregate, are generally competitive with employee benefit programs offered by financial institutions of comparable size located in Glacier's market area.
Comparability of Benefits. Glacier and CDC intend that, as soon as practicable after consummation of the Merger, (i) the accrued benefits for the employees of CDC and its Subsidiaries under CDC’s Pension Plan that are intended to be qualified under IRC Section 401(a) will be transferred to a similar plan maintained by Glacier, and (ii) CDC’s other existing benefit plans or CDC’s participation in such plans will be terminated. Glacier and CDC recognize that many of the Plans are also maintained by other entities that will cease to be ERISA Affiliates of CDC after consummation of the Merger, and Glacier and CDC understand that, prior to consummation of the Merger, the assets and liabilities under some or all of those Plans attributable to current or former employees of those ERISA Affiliates may be separated from the assets and liabilities attributable to current or former CDC Employees.
Comparability of Benefits. For the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, Buyer shall, or shall cause its Affiliates (including the Company or the Subsidiaries), to provide employee benefits (other than equity-based compensation arrangements) to each Transferred Employee as of the Closing Date that are no less favorable in the aggregate than the employee benefits (other than equity-based compensation arrangements) provided to similarly situated employees of Buyer; provided, however, that with respect to the period beginning on the Closing Date and ending immediately prior to January 1, 2009 or such earlier date that Buyer provides medical coverage, dental coverage, vision coverage and health-care flexible spending accounts to Transferred Employees through one or more group health plans maintained by Buyer or its Affiliates (the “Buyer Group Health Plan Effective Date”), CTI and its Affiliates shall provide medical, dental, vision and/or health-care flexible spending accounts (as elected by a Transferred Employee or the Transferred Employee’s beneficiaries) to Transferred Employees (and their beneficiaries) provided that Buyer pays the “Required Amount” to CTI within three Business Days of the date the Transferred Employee would have been required to pay the COBRA premium for such coverage (without regard to any grace period) if CTI had required the Transferred Employee (and not the Buyer) to pay the COBRA premium. With respect to medical, dental and vision coverage, the Required Amount shall be the applicable COBRA premium required for terminating employees (and their beneficiaries) to receive COBRA coverage under the applicable plan maintained by CTI’s Affiliate. With respect to health-care flexible spending accounts, the “Required Amount” shall be the amount that the Transferred Employee (or his or her beneficiary) would have been required to pay for COBRA coverage with respect to health-care flexible spending accounts if CTI had required the Transferred Employee (and not the Buyer) to pay the COBRA premium.
Comparability of Benefits. 44 6.5.2. Transfer or Merger of Group Plan . . . . . . . . . . . . . 44 6.5.3. No Contract Created . . . . . . . . . . . . . . . . . . . 44 SECTION 7. TERMINATION OF AGREEMENT AND ABANDONMENT OF TRANSACTION . . . . . . . . . . . . . . . . . . . . . 44 7.1. Termination by Reason of Lapse of Time . . . . . . . . . . . . . . 44 7.2. Other Grounds for Termination . . . . . . . . . . . . . . . . . . 45 7.2.1. Mutual Consent . . . . . . . . . . . . . . . . . . . . . . 45 7.2.2. Conditions of VB Not Met . . . . . . . . . . . . . . . . . 45 7.2.3. VB Fails to Recommend Stockholder Approval or Triggering Event Occurs . . . . . . . . . . . . . . . . . 45 7.2.4. Conditions of WCB or HB Not Met . . . . . . . . . . . . . 45 7.2.5. Decline in Value of WCB Stock . . . . . . . . . . . . . . 45 7.2.6. Impracticability . . . . . . . . . . . . . . . . . . . . . 47
