Employee Agreements and Benefits. (a) Following the Effective Time, Allegiant and Southside agree that they shall cause the Surviving Corporation to assume and honor in accordance with their terms all employment, severance, deferred compensation, split-dollar insurance and other compensation contracts set forth on Schedule 2.11(b) between ---------------- Southside, any of the Southside Subsidiaries, and any current or former director, officer, employee or agent thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Southside Employee Plans.
(b) Subject to Sections 5.09(d) and 5.14, the provisions of the Southside Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the Equity Securities of Southside or any of the Southside Subsidiaries shall be deleted and terminated as of the Effective Time.
(c) Allegiant and Southside agree that, except as set forth in Sections 5.09(b) and 5.09(d) hereof, the Southside Employee Plans shall not be terminated by reason of the Merger but shall continue thereafter as plans of the Surviving Corporation until such time as the employees of Southside and the Southside Subsidiaries are integrated into Surviving Corporation's employee benefit plans (which plans, to the extent practicable, shall be the same as Allegiant's employee benefit plans) available to other employees of Surviving Corporation, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the consummation of the Merger. Allegiant and Southside agree that Surviving Corporation shall take such steps as are necessary or required to integrate the employees of Southside and the Southside Subsidiaries into Surviving Corporation's employee benefit plans available to other employees of Surviving Corporation and its Subsidiaries as soon as practicable after the Effective Time, with (i) full credit for prior service with Southside or any of the Southside Subsidiaries for purposes of vesting and eligibility for participation and benefit allocation (but not benefit accruals under any defined benefit plan), and co-payments and deductibles, (ii) waiver of all waiting periods, evidence of insurability and pre-existing condition exclusions or penalties, (iii) full credit for claims arising prior to the Effective Time for purposes of deductibles, out-of-pocket maximums, benefit maximums and all other similar l...
Employee Agreements and Benefits. (a) Except as set forth on the Disclosure Schedule 1.4, no employee of the Company is a party to, participant in, or bound by, any collective bargaining agreement, union contract or employment, bonus, deferred compensation, insurance, pension, profit sharing, or other personnel arrangement, any employee termination or severance arrangements, and the employment by the Company of any person (whether or not there is a written employment contract) can be terminated for any reason whatsoever not inconsistent with current law, without penalty or liability of any kind other than accrued vacation pay.
(b) The Company does not contribute to any multi-employer pension plan, as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Company is not subject to any claims, whether fixed or contingent, for withdrawal liability relating to any such multi-employer plan.
(c) The Company has complied with all laws relating to the employment of labor with respect to its employees, including any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar taxes, and no person has asserted that the Company is liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing.
(d) The employee pension benefit plans and welfare benefit plans listed in the Disclosure Schedule (collectively, the "Plans"), constitute all such Plans in which any employees of the Company participate and have been operated in all material respects in compliance with the Code and with ERISA since ERISA became applicable with respect thereto. The Company shall make available to Acquiring Corporation true and correct copies of all such Plans, trust agreements with respect to such Plans, all determination letters with respect thereto, insurance contracts, administrative servicing agreements and other agreements relating to the Plans and the most recent annual reports filed with the United States Department of Labor and/or the Internal Revenue Service by the Company with respect thereto. None of the Plans nor any of their respective related trusts have been terminated, and there has been no "reportable event", as that term is defined in Section 4043 of ERISA, required to be reported since the effective date of ERISA which has not been reported, and none of such Plans nor their respective related trusts have incurred any "accumulated funding deficiency", as such term is defined in...
Employee Agreements and Benefits. (a) Following the Effective Time, Buyers shall cause the Surviving Corporation to honor in accordance with their terms all employment, severance and other compensation contracts set forth on Schedule 2.11(b) ---------------- between Seller and any current or former director, officer, employee or agent thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Seller Employee Plans.
(b) The provisions of the Seller Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the Equity Securities of Seller shall be deleted and terminated as of the Effective Time, and Seller shall ensure that following the Effective Time no participant in any Seller Stock Plan shall have any right thereunder to acquire any securities of Seller.
(c) Except as set forth in Section 5.09(b) hereof, the Seller Employee Plans shall not be terminated by reason of the Merger but shall continue thereafter as plans of the Surviving Corporation until such time as the employees of Seller are integrated into Unified's employee benefit plans that are available to other employees of Unified and its Subsidiaries, subject to the terms and conditions specified in such plans and to such changes therein as may be necessary to reflect the consummation of the Merger.
Employee Agreements and Benefits. 13 Section 4.13
Employee Agreements and Benefits. 23 5.10. Press Releases. . . . . . . . . . . . . . . . . . . . 23 5.11. State Takeover Statutes . . . . . . . . . . . . . . . 23 5.12. Directors' and Officers' Indemnification. . . . . . . 24 5.13. Tax Opinion Certificates. . . . . . . . . . . . . . . 24 ARTICLE VI ---------- CONDITIONS. . . . . . . . . . . . . . . . . . . . . . 24 6.01. Conditions to Each Party's Obligation to Effect the Merger. . . . . . . . . . . . . . . . . . . . . . 24 6.02. Conditions to Obligations of Seller to Effect the Merger. . . . . . . . . . . . . . . . . . . . . . 25 6.03. Conditions to Obligations of Buyers to Effect the Merger. . . . . . . . . . . . . . . . . . . . . . 25 ARTICLE VII -----------
Employee Agreements and Benefits. 25 5.10. Press Releases. . . . . . . . . . . . . . . . . . . . 25 5.11. State Takeover Statutes . . . . . . . . . . . . . . . 25 5.12. Directors' and Officers' Indemnification. . . . . . . 25 5.13. Tax Opinion Certificates. . . . . . . . . . . . . . . 26 5.14.
Employee Agreements and Benefits. 34 5.11 Press Releases......................................................... 35 5.12 State Takeover Statutes................................................ 35 5.13 Directors' and Officers' Indemnification............................... 35 5.14
Employee Agreements and Benefits. 39 5.9 Publicity......................................................41 5.10 [RESERVED]....................................................41 5.11
Employee Agreements and Benefits. 36 5.11. Press Releases. . . . . . . . . . . . . . . . . . 36 5.12. State Takeover Statutes . . . . . . . . . . . . . 36 5.13. Directors' and Officers' Indemnification. . . . . 36 5.14.
Employee Agreements and Benefits. (a) Following the Effective Time, Buyers shall cause the Surviving Corporation to honor in accordance with their terms all employment, severance and other compensation contracts set forth on Schedule -------- 2.11
(b) between Seller, any of the Seller Subsidiaries, and any ------- current or former director, officer, employee or agent thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Seller Employee Plans.
