Employee Plans and Benefit Arrangements. (a) From and after the Effective Time, subject to applicable Law, Parent shall cause the Surviving Corporation and its Subsidiaries to honor the obligations of the Company and its Subsidiaries under all existing Company Compensation and Benefit Plans.
(b) Parent agrees that, for at least one year from the Effective Time, subject to applicable Law, the Surviving Corporation and its Subsidiaries shall provide benefits to the individuals who, as of the Effective Time, were employees of the Company or any of its Subsidiaries which will, in the aggregate, be comparable to those currently provided by the Company and its Subsidiaries to their employees (excluding, however, any stock option or any other equity-based compensation plans and any individual employment, severance, change in control or other similar agreement currently maintained by the Company or its Subsidiaries). Nothing herein shall be construed to prevent the termination of employment of any employee or any amendment or termination of any Company Compensation and Benefit Plan to the extent permitted by the terms and conditions thereof as in effect on the date hereof.
(c) After the Effective Time, Parent shall grant (if applicable), and shall cause the Surviving Corporation and its Subsidiaries to grant, to all individuals who are, as of the Effective Time, employees of the Company or any of its Subsidiaries credit for all service with the Company, any of its present and former Subsidiaries, any other affiliate of the Company and their respective predecessors (collectively, the "Company Affiliated Group") prior to the Effective Time for purposes of eligibility and vesting (but not benefit accrual) to the extent that prior service with Parent or its Subsidiaries is recognized in respect of employees other than the employees of the Company Affiliated Group. Any employee benefit plan which provides medical, dental or life insurance benefits after the Effective Time to any individual who is a current or former employee of the Company Affiliated Group as of the Effective Time or a dependent thereof shall, with respect to such individuals, waive any waiting periods and any pre-existing conditions and actively-at-work exclusions to the extent so waived under present policy of the Company Affiliated Group and shall provide that any expenses incurred on or before the Effective Time by such individuals shall be taken into account under such plans for purposes of satisfying applicable deductible or coinsurance...
Employee Plans and Benefit Arrangements. (a) From and after the Effective Time, subject to applicable law, the Surviving Corporation and its subsidiaries will honor obligations of the Company and its Subsidiaries incurred prior to the Effective Time under all existing Employee Plans and Benefit Arrangements (as defined in Section 3.14).
(b) MergerSub agrees that, for at least one year from the Effective Time, subject to applicable law, the Surviving Corporation and its Subsidiaries will provide benefits to their employees which will, in the aggregate, be comparable to those currently provided by the Company and its subsidiaries to their employees. Notwithstanding the foregoing, nothing herein shall obligate or require the Surviving Corporation or any of its subsidiaries to provide its employees with a plan or arrangement similar to any equity based compensation plans currently maintained by the Company and nothing herein shall otherwise limit the Surviving Corporation's right to amend, modify or terminate any Employee Plan or Benefit Arrangement, as defined in Section 3.14.
(c) It is MergerSub's current intention to maintain the Surviving Corporation's headquarters at its present location or another location in the greater Philadelphia area.
Employee Plans and Benefit Arrangements. 5.10.1 The Company Disclosure Schedule sets forth a true and complete list of all the following: (i) each “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (each, an “Employee Plan”), and (ii) each other plan, program, policy, contract or arrangement providing for bonuses, pensions, deferred compensation, stock or stock-related awards, severance pay, salary continuation or similar benefits, hospitalization, medical, dental or disability benefits, life insurance or other employee benefits, or compensation to or for any current or former officers, directors, employees, agents, or independent contractors of the Company (“Employees”) or any beneficiaries or dependents of any Employee, whether or not insured or funded, (A) pursuant to which the Company has any material liability or (B) constituting an employment or severance agreement or arrangement with any officer or director of the Company (each, a “Benefit Arrangement”). The Company has provided to Buyer with respect to each Employee Plan and Benefit Arrangement: (i) a true and complete copy of all written documents, including amendments, comprising such Employee Plan or Benefit Arrangement or, if there is no such written document, an accurate and complete description of such Employee Plan or Benefit Arrangement; (ii) all Form 5500s or Form 5500-Cs (including all schedules thereto), if applicable; (iii) the most recent financial statements and actuarial reports, if any; (iv) the summary plan description currently in effect and all material modifications thereof, if any; and (v) the most recent IRS determination letter, if any; and (vi) filings with the Department of Labor, including, but not necessarily limited to, “top hat” filings pursuant to Department of Labor Regulation Section 2520.104-23, if any. Any such Employee Plans and Benefit Arrangements not so provided are not in the aggregate material to the Company.
5.10.2 (i) To the Company’s Knowledge, the Company has established and maintained in all material respects each Employee Plan and Benefit Arrangement in accordance with its terms and in material compliance with all applicable laws, including, but not limited to, ERISA and the Code; and (ii) to the Company’s Knowledge, any third party trustee has complied in all material respects in the maintenance of each Employee Plan and Benefit Arrangement with all applicable laws and requirements. Neither the Company nor any of its Employees, nor, to the best Knowledge of the Company,...
Employee Plans and Benefit Arrangements. (a) From and after the Effective Time, subject to applicable Law, CNT shall cause the Surviving Corporation and its Subsidiaries to honor the obligations to participants and beneficiaries incurred prior to the Effective Time under those Company Compensation and Benefit Plans that immediately prior to the Effective Time are sponsored by the Company or any of its Subsidiaries. From and after the Effective Time, CNT shall cause the Surviving Corporation and its Subsidiaries to reimburse SPX for the costs under those Company Compensation and Benefit Plans that immediately prior to the Effective Time are sponsored by SPX to the same extent that such reimbursement occurred prior to the Effective Time, except that neither CNT nor the Surviving Corporation and its Subsidiaries shall have any obligation after the Effective Time to SPX with respect to any retiree medical plan or defined benefit pension plan; and provided, however, that, with respect to short-term disability benefits, CNT may, by written notice to SPX prior to the Effective Time, agree to cause the Surviving Corporation to assume any and all obligations and liabilities of SPX to provide such benefits following the Effective Time.
Employee Plans and Benefit Arrangements. (a) From and after the Effective Time, subject to applicable law, the Surviving Corporation and its subsidiaries will honor obligations of the Company and its subsidiaries incurred prior to the Effective Time under all existing Employee Plans and Benefit Arrangements and International Plans (as defined in Section 3.14).
(b) MergerSub agrees that, for at least one year from the Effective Time, subject to applicable law, the Surviving Corporation and its Subsidiaries will provide benefits to their employees which will, in the aggregate, be comparable to those currently provided by the Company and its subsidiaries to their employees. Notwithstanding the foregoing, nothing herein shall obligate or require the Surviving Corporation or any of its subsidiaries to provide its employees with a plan or arrangement similar to the equity-based compensation plans currently maintained by the Company and nothing herein shall limit the Surviving Corporation's right to amend, modify or terminate any Employee Plan or Benefit Arrangement, as defined in Section 3.14.
(c) It is MergerSub's current intention to maintain the Surviving Corporation's headquarters at its present location or another location in the greater St. Louis area.
Employee Plans and Benefit Arrangements. (a) From and after the Effective Time, subject to applicable Law, Media Metrix shall cause the Surviving Corporation to honor the obligations of Jupiter and its Subsidiaries incurred prior to the Effective Time under all existing Jupiter Compensation and Benefit Plans.
(b) Media Metrix shall cause the Surviving Corporation to grant to all individuals who are, as of the Effective Time, active employees of Jupiter or any of its Subsidiaries credit for all service with Jupiter, any of its present and former Subsidiaries, any other affiliate of Jupiter and their respective predecessors (collectively, the "Jupiter Affiliated Group") prior to the Effective Time for purposes of eligibility and vesting (but not benefit accrual) under the employee benefit plans of Media Metrix and its Subsidiaries in which such employees commence to participate after the Effective Time, but only to the extent that (i) such prior service was credited by Jupiter for similar purposes prior to the Effective Time and (ii) prior service is recognized by Media Metrix in respect of employees other than the employees of the Jupiter Affiliated Group. Any employee benefit plan which provides medical, dental or life insurance benefits after the Effective Time to any individual who is an active employee of the Jupiter Affiliated Group as of the Effective Time or a dependent thereof shall, with respect to such individuals, waive any waiting periods and any pre-existing conditions and actively-at-work exclusions to the extent so waived under present policy of the Jupiter Affiliated Group and shall provide that any expenses incurred on or before the Effective Time by such individuals shall be taken into
Employee Plans and Benefit Arrangements. Schedule 3.9 identifies each Employee Plan and Benefit Arrangement that is entered into, maintained, administered or contributed to, as the case may be, by the Company or any of its Subsidiaries or under which any of them has any material liability or obligation (collectively, the "COMPANY'S BENEFITS"). Except as set forth on Schedule 3.9:
(a) None of the Employee Plans is a multiemployer plan, as defined in Section 3(37) of ERISA ("MULTIEMPLOYER PLANS"), and neither the Company nor any Subsidiary has withdrawn in a complete or partial withdrawal from any Multiemployer Plan, nor has any of
Employee Plans and Benefit Arrangements. 29 Section 5.13. Section 16b Approvals....................... 30 Section 5.14. Bylaw Amendment............................. 30 ARTICLE VI
Employee Plans and Benefit Arrangements. Seller and its Affiliates, as applicable, shall each terminate, effective as of the day immediately preceding the Closing, any and all 401(k) plans. Parent shall receive from Seller evidence that Seller's and each Affiliate's, as applicable, plan(s) and/or program(s) have been terminated pursuant to resolutions of each such entity's Board of Directors (the form and substance of such resolutions shall be subject to review and approval of Parent), effective as of the day immediately preceding the Closing. In the event that distribution of assets from the trust of a 401(k) plan which is terminated is reasonably anticipated to trigger liquidation charges, surrender charges, or other fees to be imposed upon the account of any participant or beneficiary of such terminated plan or upon Seller, the plan, the plan sponsor or the trustee, then Seller shall take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate in writing to Parent prior to the Closing. Parent shall pay such fees with respect to which Seller provides a reasonable estimate up to $2,500. Seller shall take any and all actions necessary or appropriate to ensure that the 401(k) plan is timely terminated, including without limitation: (1) distribution of all assets; (ii) notices to all appropriate service providers, participants, and governmental entities; (iii) all governmental filings, including - as appropriate - Form 5310, Form 5500S until all assets are distributed; and (iv) conduct any and all discrimination testing for the period throughout the termination of the Plan.
Employee Plans and Benefit Arrangements. Schedule 3.10 identifies each Employee Plan and Benefit Arrangement that is entered into, maintained, administered or contributed to, as the case may be, by the Companies or under which they have any material liability or obligation (collectively, the "Companies' Benefits"). Seller has furnished or made available to Acquiror copies or descriptions of the Companies' Benefits (and, if applicable, related trust agreements) and all amendments thereto. To Seller's knowledge, each such of the Companies' Benefits has been maintained in compliance with its terms and with the requirements prescribed by any and all applicable Laws, except where noncompliance would not result in, individually or in the aggregate, a material adverse effect.
