Merger, Consolidation or Transfer. The Trust, or any one or more Series or Classes of the Trust, may, either as the successor, survivor or non-survivor, (1) consolidate or merge with one or more other trusts, series, or Classes (including any Series or Classes of the Trust), sub-trusts, partnerships, limited liability companies, associations or corporations organized under the laws of The Commonwealth of Massachusetts or any other state of the United States, to form a consolidated or merged trust, series, Class, sub-trust, partnership, limited liability company, association or corporation under the laws of any state under the laws of which any one of the constituent entities is organized or (2) transfer all or a substantial portion of its assets to one or more other trusts, series, or Classes (including any Series or Classes of the Trust), sub-trusts, partnerships, limited liability companies, associations or corporations organized under the laws of The Commonwealth of Massachusetts or any other state of the United States, or have one or more such trusts, series, or classes (including any Series or Classes of the Trust), sub-trusts, partnerships, limited liability companies, associations or corporations transfer all or a substantial portion of its assets to it, any such consolidation, merger or transfer to be upon such terms and conditions as are specified in an agreement and plan of reorganization authorized and approved by the Trustees and entered into by the Trust, or one or more Series or Class, as the case may be, in connection therewith. Unless otherwise required by applicable law, any such consolidation, merger or transfer may be authorized by vote of a majority of the then Trustees without the approval of Shareholders of the Trust or relevant Series or Class.
Merger, Consolidation or Transfer. In the event of the merger, consolidation or transfer of any portion of the Trust Fund to a trust fund held under any other plan, the Trustee shall dispose of all or part, as the case may be, of the Trust Fund, in accordance with the written directions of the Named Fiduciary, subject to the right of the Trustee to reserve funds as provided in Section 6.1 hereof.
Merger, Consolidation or Transfer. In the event of any merger or consolidation with, or transfer of assets or liabilities to, any other plan, the benefit that a Participant would receive upon a termination of such plan immediately after such merger, consolidation, or transfer shall be equal to or greater than the benefit the Participant would have been entitled to receive immediately before the merger, consolidation, or transfer if the Plan had then terminated.
Merger, Consolidation or Transfer. This Plan and Trust Fund may not merge or consolidate with, or transfer its assets or liabilities to, any other plan, unless immediately thereafter each Member would, in the event such other plan terminated, be entitled to a benefit which is equal to or greater than the benefit to which he would have been entitled if the Plan were terminated immediately before the merger, consolidation, or transfer.
Merger, Consolidation or Transfer. In the event of the merger or consolidation of this Plan with, or in the event of any transfer of assets and/or liabilities of this Plan to, any other plan or trust, each Participant hereunder shall, if the Plan would then be terminated, be eligible to receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer had this Plan then terminated.
Merger, Consolidation or Transfer. Except as otherwise stated in applicable Treasury Regulations, the Plan Administrator shall not merge or consolidate the Plan with any other plan, or transfer any assets or liabilities from the Plan to any other plan, unless immediately after such merger, consolidation, or transfer (if the Plan is then terminated) each Participant is entitled to receive a benefit equal to or greater than the benefit such Participant would have been entitled to receive if the Plan had been terminated immediately before the merger, consolidation, or transfer.
Merger, Consolidation or Transfer of Assets of the -------------------------------------------------- Company. ------- The Company shall not consolidate with or merge with or into, or sell, assign, convey, transfer, lease or otherwise dispose of, in one transaction or a series of transactions, all or substantially all its assets to, any Person, unless: (i) the resulting, surviving or transferee Person (the "Successor Company") shall be a Person organized and existing under the laws of the United States of America or any state thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the Company's obligations under the Notes and this Indenture; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, the Successor Company would be able to incur an additional $1.00 of Indebtedness without violating Section 9.10(a) hereof; and (iv) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other disposition and such supplemental indenture (if any) comply with this Indenture and all conditions precedent provided for herein relating to such transaction have been complied with.
Merger, Consolidation or Transfer. There shall be no merger or consolidation of the Plan with, or transfer of assets or liabilities of the Plan to, any other plan of deferred compensation maintained or to be established for the benefit of all or some of the Participants of the Plan, unless each Participant would (if either this Plan or such other plan the terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit the Participant would have been entitled to receive immediately before the merger, consolidation or transfer (if this Plan had then terminated).
Merger, Consolidation or Transfer. In the event of any merger or consolidation with, or transfer of assets or liabilities to, any other plan, the benefit that a Participant would receive upon a termination of the Plan immediately after such merger, consolidation, or transfer shall be equal to or greater than the benefit the Participant would have been entitled to receive immediately before the merger, consolidation, or transfer if the Plan had then terminated. The Plan Administrator has the authority to enter into merger agreements or agreements to directly transfer the assets of this Plan to other retirement plans described in Section 401(a) of the Code. The Plan Administrator also has the authority to accept/receive amounts transferred to this Plan from other retirement plans described in Section 401(a) of the Code. If it is subsequently determined that any amounts transferred into this Plan were ineligible to be so transferred, the Plan Administrator shall direct that any ineligible amounts, plus earnings attributable thereto, be distributed from the Plan as soon as administratively feasible.
Merger, Consolidation or Transfer. In the event of any merger or consolidation with, or transfer of assets or liabilities to, any other plan, the benefit that each Participant would be entitled to receive if the Plan were to terminate immediately after the merger, consolidation or transfer shall not be less than the benefit that he or she would have been entitled to receive if the Plan had terminated immediately before the merger, consolidation or transfer. In the event a Participant's benefits are transferred to another qualified plan maintained by the Employer or any Affiliate of the Employer, if such transfer would result in the elimination or reduction of any benefits protected under Section 411(d)(6) of the Code, such transfer of benefits shall be conditioned upon a voluntary, fully informed election by the Participant to transfer such Participant's benefits to such other qualified plan in accordance with regulations under Section 411(d)(6) of the Code.
