Mirror Plans. WhiteWave or WWF Operating Company shall have adopted, or shall have caused to be adopted, the following WhiteWave Mirror Plans, effective as of the Distribution Date: the WhiteWave Welfare Plans, WhiteWave 401(k) Plans and the WhiteWave Executive Severance Pay Plan. WhiteWave or WWF Operating Company shall become the plan sponsor of, and from and after the date of adoption of each Plan, shall have sole responsibility for each WhiteWave Mirror Plan. Except as otherwise expressly provided herein, each WhiteWave Mirror Plan shall be substantially similar in all material respects to the corresponding Xxxx Foods Plan as in effect immediately prior to the adoption of such WhiteWave Mirror Plan (including, without limitation, the right of the sponsor and/or the participating employers to modify, amend, alter or terminate any such Plan).
Mirror Plans. (1) Effective Immediately after the Distribution Date, SpinCo shall adopt, or cause to be adopted, Foreign Plans for the benefit of employees of the SpinCo Group employed outside the United States who are eligible to participate in Acuity Foreign Plans and shall cause such SpinCo Foreign Plans to be substantially identical in all Material Features to the corresponding Acuity Foreign Plans as in effect on the Distribution Date.
(2) Effective Immediately after the Distribution Date, Acuity shall adopt, or cause to be adopted, Plans for the benefit of any employees of the Acuity Group employed outside the United States who are eligible to participate in SpinCo Plans and shall cause such Plans to be substantially identical in all Material Features to the corresponding SpinCo Foreign Plans as in effect on the Distribution Date; provided, however, that Acuity may satisfy this requirement by extending or continuing coverage to such individuals under an Acuity Foreign Plan of the Acuity Group which was in effect before the Distribution Date.
Mirror Plans. (1) Effective Immediately after the Distribution Date, Spinco shall adopt, or cause to be adopted, Foreign Plans for the benefit of employees of the Spinco Group employed outside the United States who are eligible to participate in NSI Foreign Plans and shall cause such Spinco Foreign Plans to be substantially identical in all Material Features to the corresponding NSI Foreign Plans as in effect on the Distribution Date. Notwithstanding the preceding sentence - (i) Spinco may satisfy this requirement by extending coverage to such individuals under a Foreign Plan of the Spinco Group which was in effect before the Distribution Date and which is, with respect to all Material Features, at least equal to the corresponding NSI Foreign Plan, and (ii) Spinco is not required to adopt a defined benefit pension plan for the benefit of its Canadian employees (but instead shall make an equitable adjustment to the defined contribution plan covering these employees).
Mirror Plans. (1) Effective Immediately after the Distribution Date, Certegy shall adopt, or cause to be adopted, Foreign Plans for the benefit of employees of the Certegy Group employed outside the United States who are eligible to participate in Equifax Foreign Plans and shall cause such Certegy Foreign Plans to be substantially identical in all Material Features to the corresponding Equifax Foreign Plans as in effect on the Distribution Date. Notwithstanding the preceding sentence - (i) Certegy may satisfy this requirement by extending coverage to such individuals under a Foreign Plan of the Certegy Group which was in effect before the Distribution Date and which is, with respect to all Material Features, at least equal to the corresponding Equifax Foreign Plan, and (ii) Certegy is not required to adopt a defined benefit pension plan for the benefit of its Canadian employees (but instead shall make an equitable adjustment to the defined contribution plan covering these employees).
(2) Effective Immediately after the Distribution Date, Equifax shall adopt, or cause to be adopted, Plans for the benefit of employees of the Equifax Group employed outside the United States who are eligible to participate in Certegy Plans and shall cause such Plans to be substantially identical in all Material Features to the corresponding Certegy Foreign Plans as in effect on the Distribution Date; provided, however, that Equifax may satisfy this requirement -------- ------- by extending or continuing coverage to such individuals under an Equifax Foreign Plan of the Equifax Group which was in effect before the Distribution Date.
(3) The continuation by Equifax or Certegy of separate employment terms and conditions for employees previously covered by the other entity's Plans shall not continue beyond the time legally required.
Mirror Plans. TruGreen shall have adopted, or shall have caused to be adopted, the following TruGreen Mirror Plans, effective as of the completion of the Business Separation: the TruGreen Welfare Plans, the TruGreen 401(k) Plan, and the TruGreen Deferred Compensation Plan. TruGreen or its Subsidiaries shall become the plan sponsor of, and from and after the date of adoption of each Plan, shall have sole responsibility for each TruGreen Mirror Plan. Except as provided in this Agreement, each TruGreen Mirror Plan shall be substantially similar in all material respects to the corresponding ServiceMaster Plan as in effect immediately prior to the adoption of such TruGreen Mirror Plan (including, without limitation, the right of the sponsor and/or the participating employers to modify, amend, alter or terminate any such Plan).
Mirror Plans. (A) As of the Close of the Distribution Date, all Liabilities related to Spinco Employees employed outside the U.S. who are eligible to participate in Foreign Plans shall cease to be Liabilities of the Foreign Plans and shall be assumed in full and in all respects by the applicable member of the Spinco Group; provided, however, that with respect to certain Foreign Plans under which Spinco Employees employed in Canada participate, such Liabilities shall be assumed immediately prior to the Distribution Date by that certain unlimited liability company to be formed by Heinz under the laws of Nova Scotia, Canada prior to the Distribution Date, in accordance with the terms of the Separation Agreement.
(B) Effective immediately after the Distribution Date, Spinco shall adopt, or cause to be adopted, Plans that shall be substantially identical in all material respects to the corresponding Foreign Plans as in effect immediately prior to the Distribution Date, and Spinco shall maintain all such Plans as may be required to satisfy the obligations of Spinco and Del Monte as set forth herein and in Section 7.6 of the Merger Agreement, respectively; provided that Spinco may satisfy this requirement by extending equivalent coverage to such individuals under a Plan of the Spinco Group which was in effect before the Distribution Date.
(C) The continuation by Heinz or Spinco of separate employment terms and conditions for employees previously covered by the other entity's Plans shall not continue beyond the time legally required.
Mirror Plans. Effective Immediately after the Distribution Date, TRICON shall adopt, or cause to be adopted, Foreign Plans for the benefit of employees of the TRICON Group employed outside the United States who are eligible to participate in PepsiCo Foreign Plans and shall cause such TRICON Foreign Plans to be substantially identical in all Material Features to the corresponding PepsiCo Foreign Plans as in effect on the Distribution Date; provided, however, that TRICON may satisfy this requirement by extending coverage to such individuals under a Foreign Plan of the TRICON Group which was in effect before the Distribution Date.
Mirror Plans. (1) Effective Immediately after the Distribution Date, TRICON shall adopt, or cause to be adopted, Foreign Plans for the benefit of employees of the TRICON Group employed outside the United States who are eligible to participate in PepsiCo Foreign Plans and shall cause such TRICON Foreign Plans to be substantially identical in all Material Features to the corresponding PepsiCo Foreign Plans as in effect on the Distribution Date; provided, however, that TRICON may satisfy this requirement by extending coverage to such individuals under a Foreign Plan of the TRICON Group which was in effect before the Distribution Date.
(2) Effective Immediately after the Distribution Date, PepsiCo shall adopt, or cause to be adopted, Plans for the benefit of employees of the PepsiCo Group employed outside the United States who are eligible to participate in Plans and shall cause such Plans to be substantially identical in all Material Features to the corresponding TRICON Foreign Plans as in effect on the Distribution Date; provided, however, that PepsiCo may satisfy this requirement by extending or continuing coverage to such individuals under a PepsiCo Foreign Plan of the PepsiCo Group which was in effect before the Distribution Date.
(3) The continuation by PepsiCo or TRICON of separate employment terms and conditions for employees previously covered by the other entity's Plans shall not continue beyond the time legally required.
Mirror Plans. 28 NGA.............................................................................................................. 17 OBJECTION........................................................................................................ 3
Mirror Plans. (A) Effective immediately after the Distribution Date, Downstream shall adopt, or cause to be adopted, Foreign Plans for the benefit of employees of the Downstream Group employed outside the United States who are eligible to participate in Pennzoil Foreign Plans and shall cause such Downstream Foreign Plans to be substantially identical in all material respects to the corresponding Pennzoil Foreign Plans as in effect on the Distribution Date; provided that Downstream may satisfy this requirement by extending coverage to such individuals under a Foreign Plan of the Downstream Group which was in effect before the Distribution Date.
(B) Effective immediately after the Distribution Date, Pennzoil shall adopt, or cause to be adopted, Plans for the benefit of employees of the Pennzoil Group employed outside the United States who are eligible to participate in Plans and shall cause such Plans to be substantially identical in all material respects to the corresponding Downstream Foreign Plans as in effect on the Distribution Date; provided that Pennzoil may satisfy this requirement by extending or continuing coverage to such individuals under a Pennzoil Foreign Plan of the Pennzoil Group which was in effect before the Distribution Date.
(C) The continuation by Pennzoil or Downstream of separate employment terms and conditions for employees previously covered by the other entity's Plans shall not continue beyond the time legally required.
