Effect of the Merger on Employee Benefit and Compensation Plans and Agreements Sample Clauses

Effect of the Merger on Employee Benefit and Compensation Plans and Agreements. At the Effective Time, the employee benefit and compensation plans and agreements of TEL, together with any other plan and agreement of TEL or its subsidiaries, as determined by the management of TEL or TopCo IRE in its sole discretion, (together, the "Assumed Plans") shall be assumed by and become plans and agreements of TopCo IRE. To the extent any Assumed Plan relates to TEL Shares, then, as of the Effective Time, such plan shall be deemed to relate to TopCo IRE Shares. Any amendments deemed necessary or appropriate by TEL and/or TopCo IRE to reflect the Merger and related transactions, including facilitating the assignment to TopCo IRE of one or more Assumed Plans, shall be adopted and entered into with respect to the Assumed Plans. The TEL shareholder approval of this Agreement shall also be deemed to satisfy any requirement of shareholder approval of such amendments of the Assumed Plans and the Stock Plans and the assumption by TopCo IRE of the Assumed Plans and the Stock Plans and any Awards thereunder.
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Effect of the Merger on Employee Benefit and Compensation Plans and Agreements. At the Effective Time, certain employee benefit and compensation plans and agreements of Noble Swiss and its subsidiaries as listed on Schedule 5.2, together with any other plan and agreement of Noble Swiss and its subsidiaries as determined by the management of Noble Swiss or Noble UK in its sole discretion (together, the “Assumed Plans”) shall be assumed by and become plans and agreements of Noble UK. To the extent any Assumed Plan relates to Noble Swiss Shares, then, after the Effective Time, such plan shall be deemed to relate to Noble UK Shares. Such amendments deemed necessary or appropriate by Noble Swiss and Noble UK to effect the Merger and related transactions, including to facilitate the assignment to Noble UK of the Assumed Plans, shall be adopted and entered into with respect to the Assumed Plans. The Noble Swiss shareholder approval of the Merger shall also be deemed to satisfy any requirement of shareholder approval of such amendments of the Assumed Plans and the Stock Plans and the assumption by Noble UK of the Assumed Plans and the Stock Plans and any Awards thereunder.
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Effect of the Merger on Employee Benefit and Compensation Plans and Agreements. (a) Assignment and Assumption of Equity Plans
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Effect of the Merger on Employee Benefit and Compensation Plans and Agreements. At the Effective Time, the Stock Plans and other employee benefit and compensation plans and agreements of Transocean-Cayman (the “Assumed Plans”) shall be assumed by and become plans and agreements of Transocean-Switzerland. To the extent any Assumed Plan provides for the issuance or purchase of, or otherwise relates to, Transocean-Cayman Shares, then, after the Effective Time, such plan shall be deemed to provide for the issuance or purchase of, or otherwise relate to, Transocean-Switzerland Shares. Such amendments deemed necessary or appropriate by Transocean-Cayman and Transocean-Switzerland to effect the Merger and related transactions, including to facilitate the assignment to Transocean-Switzerland of the Assumed Plans, shall be adopted and entered into with respect to the Assumed Plans. The Transocean-Cayman shareholder approval of the Merger shall also be deemed to satisfy any requirement of shareholder approval of such amendments and the assumption by Transocean-Switzerland of the Assumed Plans.
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Related to Effect of the Merger on Employee Benefit and Compensation Plans and Agreements

  • Employee Benefit Plans and Related Matters; ERISA (a) Section 3.18(a) of the Company Disclosure Schedule sets forth as of the date of this Agreement a true and complete list of the material Company Benefit Plans, including all Company Benefit Plans subject to ERISA. With respect to each such material Company Benefit Plan, the Company has made available to Parent a true and complete copy of such Company Benefit Plan, if written, or a description of the material terms of such Company Benefit Plan if not written, and to the extent applicable, (i) any proposed amendments, (ii) all trust agreements, insurance contracts or other funding arrangements, (iii) the most recent actuarial and trust reports for both ERISA funding and financial statement purposes, (iv) the most recent Form 5500 with all attachments required to have been filed with the IRS or the Department of Labor and all schedules thereto, (v) the most recent IRS determination or opinion letter, and (vi) all current summary plan descriptions.

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