Employee Benefit Issues. 43 6.5.1 Employee Stock Ownership Plan.........................................43 6.5.2 FIRF Plan.............................................................44 6.5.3 Termination and Transfer/Merger of Plans..............................44 6.5.4 No Contract Created...................................................44 SECTION 7 TERMINATION OF AGREEMENT AND ABANDONMENT OF TRANSACTION...........................44
Employee Benefit Issues. (a) Schedule. Section 4.12(a) of the Company Disclosure Letter contains a true and complete list, as of the date hereof, of each plan, program, policy, agreement, collective bargaining agreement, or other arrangement providing for compensation, severance, deferred compensation, performance awards, stock or stock-based awards, health, dental, retirement, life insurance, death, accidental death & dismemberment, disability, fringe, or wellness benefits, or other employee benefits or remuneration of any kind, including each employment, termination, severance, retention, change in control, or consulting or independent contractor plan, program, arrangement, or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, insured or self-insured, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, which is or has been sponsored, maintained, contributed to, or required to be contributed to, by the Company for the benefit of any current or former employee, independent contractor, consultant, or director of the Company (each, a “Company Employee”), or with respect to which the Company or any Company ERISA Affiliate has or may have any Liability (collectively, the “Company Employee Plans”).
Employee Benefit Issues. (a) Schedule. Section 4.12(a) of the Company Disclosure Letter contains a true and complete list, as of the date hereof, of each plan, program, policy, payroll practice, agreement, collective bargaining agreement, or other arrangement providing for compensation, severance, deferred compensation, performance awards, stock or stock-based awards, health, dental, retirement, life insurance, death, accidental death & dismemberment, disability, fringe, or wellness benefits, or other employee benefits or remuneration of any kind, including each employment, termination, severance, retention, change in control, or consulting or independent contractor plan, program, arrangement, or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, insured or self-insured, including each "employee benefit plan," within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, which is or has been sponsored, maintained, contributed to, or required to be contributed to, by the Company or any of its Subsidiaries for the benefit of any current or former employee, independent contractor, consultant, or director of the Company or any of its Subsidiaries (each, a "Company Employee"), or with respect to which the Company or any Company ERISA Affiliate has or may have any Liability (collectively, the "Company Employee Plans").
Employee Benefit Issues. (a) In addition to any other requirements of the parties under the Purchase Agreement, at the Closing, (i) Buyer shall pay $2,817,747.50 to Seller’s Parent by wire transfer of immediately available funds to the bank account or bank accounts specified by Seller for the Director Shares acquired by Seller’s Parent from Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxx X. Xxxxxx and (ii) Seller’s Parent shall deliver to Buyer 130,150 shares of common stock of the Company.
Employee Benefit Issues. (a) Schedule. Section 4.12(a) of the Company Disclosure Letter contains a true and complete list, as of the date hereof, of each plan, program, policy, agreement, collective bargaining agreement, or other arrangement providing for compensation, severance, deferred compensation, incentive compensation, performance awards, stock or stock-based awards or other equity-based awards, commission, profit sharing, health, dental, retirement, life insurance, death, accidental death & dismemberment, disability, fringe, or wellness benefits, or other employee benefits or remuneration of any kind, including each employment, termination, severance, retention, change in control, or consulting or independent contractor plan, program, arrangement, or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, insured or self-insured, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, which is or has been sponsored, maintained, contributed to, or required to be contributed to, by the Company or any of its Subsidiaries for the benefit of any current or former employee, independent contractor, consultant, or director of the Company or any of its Subsidiaries (each, a “Company Employee”), or with respect to which the Company or any Company ERISA Affiliate has or may have any Liability (collectively, the “Company Employee Plans”).
Employee Benefit Issues. 22 7.6 Office and Secretary Support for Xx. X.X. Wallerich........................................ 22
Employee Benefit Issues. 22 Section 3.13 Real Property and Personal Property Matters. 26 Section 3.14 Environmental Matters. 27 Section 3.15 Material Contracts. 27 Section 3.16 Insurance. 29 Section 3.17 Information Supplied. 29 Section 3.18 Anti-Corruption Matters. 30 Section 3.19 Fairness Opinion. 30 Section 3.20 Talents. 30 Section 3.21 Vendors. 30 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 31 Section 4.01 Organization; Standing and Power; Charter Documents; Subsidiaries. 31 Section 4.02 Capital Structure. 32 Section 4.03 Authority; Non-Contravention; Governmental Consents; Board Approval. 34 Section 4.04 SEC Filings; SEDAR Filings; Financial Statements; Undisclosed Liabilities. 36 Section 4.05 Absence of Certain Changes or Events. 38 Section 4.06 Compliance; Permits. 38 Section 4.07 Litigation. 39 Section 4.08 Brokers. 39 Section 4.09 Information Supplied. 39 Section 4.10 Ownership of Company Common Stock. 39 Section 4.11 Intended Tax Treatment. 40 Section 4.12 Merger Sub. 40 Section 4.13 Taxes. 40 Section 4.14 Absence of Certain Changes or Events. 42 Section 4.15 Anti-Corruption Matters. 42 Section 4.16 Related Person Transactions. 42 Section 4.17 Talents. 42 Section 4.18 Omitted. 43 Section 4.19 Intellectual Property. 43 Section 4.20 Employee Benefit Issues. 45 Section 4.21 Real Property and Personal Property Matters. 49 Section 4.22 Environmental Matters. 49 Section 4.23 Material Contracts. 50 Section 4.24 Insurance. 51 Section 4.25 Vendors. 52 ARTICLE V COVENANTS 52 Section 5.01 Conduct of Business of the Company. 52 Section 5.02 Conduct of the Business of Parent. 55 Section 5.03 Access to Information; Confidentiality. 56 Section 5.04 No Solicitation. 58 Section 5.05 Preparation of Company Proxy Statement and Parent Registration Statement. 60 Section 5.06 Company Stockholders Meeting. 61 Section 5.07 Parent Stockholders Meeting; Approval by Sole Stockholder of Merger Sub. 62 Section 5.08 Notices of Certain Events. 63 Section 5.09 Employees; Benefit Plans. 64 Section 5.10 Directors’ and Officers’ Indemnification and Insurance. 65 Section 5.11 Reasonable Best Efforts. 66 Section 5.12 Public Announcements. 68 Section 5.13 Anti-Takeover Statutes. 68 Section 5.14 Section 16 Matters. 68 Section 5.15 Stock Exchange Matters. 69 Section 5.16 Certain Tax Matters. 69 Section 5.17 Stockholder Litigation. 69 Section 5.18 Obligations of Merger Sub. 69 Section 5.19 Resignations; Post-Closing Directors and Officers of Parent. 70 Section 5.20 Further Assurances. 70
Employee Benefit Issues. 27 SECTION 6.6 Access; Cooperation...................................... 28 SECTION 6.7 MTN Minority Stockholders................................ 28
Employee Benefit Issues. 30 SECTION 7 TERMINATION OF AGREEMENT AND ABANDONMENT OF TRANSACTION.........................................................30
Employee Benefit Issues. 38 6.6 Indemnification of Directors and Executive Officers............................................ 38 SECTION 7. TERMINATION OF AGREEMENT AND ABANDONMENT OF TRANSACTION............................................... 39
