Plan Matters. Buyer in its sole discretion may elect to (i) have Seller terminate the Seller Sub’s 401(k) Plan (the “Seller 401(k) Plan”) immediately prior to the Effective Time and contingent upon the occurrence of the Closing by resolutions adopted by the boards of directors of Seller and/or Seller Sub, on terms acceptable to Buyer, or (ii) merge the Seller 401(k) Plan with and into the Buyer’s Employee Stock Ownership and 401(k) plan (the “Buyer 401(k) Plan”) after the Effective Time. In no event shall the Seller 401(k) Plan be merged with and into the Buyer 401(k) Plan, unless Buyer determines in its reasonable judgment that (A) the Seller 401(k) Plan is a qualified plan under Section 401(a) of the Code, both as to the form of the Seller 401(k) Plan and as to its operation, and (B) there are no facts in existence that would be reasonably likely to adversely affect the qualified status of the Seller 401(k) Plan. If Buyer determines in its sole discretion not to merge the Seller 401(k) Plan into the Buyer 401(k) Plan and that the Seller 401(k) Plan should be terminated immediately prior to the Effective Time, Seller agrees to take all action necessary to have the Seller 401(k) Plan terminated immediately prior to the Effective Time; provided, that Buyer has delivered to Seller written notice of Buyer’s determination to terminate the Seller 401(k) Plan at least 30 days prior to the Closing Date; and provided, further, that Buyer agrees that prior to such termination, Seller is permitted to amend the Seller 401(k) Plan, to the extent permitted under applicable law, rules, regulations, guidance, and interpretations thereof, to allow the rollover in kind of any outstanding plan loans held in participant accounts. If Buyer determines that the Seller 401(k) Plan should be so terminated, the accounts of all participants and beneficiaries in the Seller 401(k) Plan as of such termination shall become fully vested upon termination of the Seller 401(k) Plan. As soon as practicable following the Effective Time, the account balances in the Seller 401(k) Plan shall be either distributed to participants and beneficiaries or rolled over to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct in accordance with plan terms. Buyer agrees to permit Continuing Employees to rollover their account balances in the Seller 401(k) Plan to the Buyer 401(k) Plan, including the in-kind rollover of plan loans, which Buyer agrees in su...
Plan Matters. As soon as reasonably practicable following the date of this Agreement, and in any event at or prior to the Acceptance Time, the Company and the Company Board (and any subcommittee thereof), as applicable, shall take any such action as may be necessary or desirable to give effect to the treatment of the Options, Restricted Stock Units and the ESPP pursuant to this Section 1.11 and to cause each of the Stock Plans to be terminated immediately prior to or as of the Effective Time. The Company shall take all actions necessary to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation will be required to deliver shares of Company Common Stock or other capital stock of the Company to any Person pursuant to or in settlement of Options, Restricted Stock Units or any other equity-based compensation awards. The Company shall take all actions necessary to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation will be required to deliver shares or other capital stock of the Company to any Person pursuant to or in settlement of Options after the Effective Time.
Plan Matters. HP 401(k). HP shall retain and be solely responsible for all Liabilities for plan benefits under the HP 401(k) Plan relating to (i) HPI Employees, (ii) Former Employees and
Plan Matters. The Company and the Company Board (and any subcommittee thereof) shall adopt such resolutions and take such action as may be necessary or desirable to give effect to this Section 1.8. By virtue of the Merger and without further action, the 2011 Incentive Compensation Plan and any other outstanding Stock Plan shall be terminated as of the Effective Time.
Plan Matters. (a) The Canadian Debtors and the U.S. Debtors acknowledge and agree that the Claims between the Canadian Debtors and the U.S. Debtors listed in Exhibit E shall be subject to treatment under any POR, provided that the U.S. Debtors hereby reserve all rights with respect to the allowance of such Claims, and the Canadian Debtors hereby reserve all rights to argue that such Claims should be allowed in such amounts that they believe are appropriate, and reserve all rights with respect to the treatment of such Claims.
(b) The U.S. Debtors hereby covenant that they shall not propose or support any POR that is inconsistent with the terms of this Agreement.
(c) The Canadian Debtors hereby covenant that they shall not propose or support any POA that is inconsistent with the terms of this Agreement.
Plan Matters. Lessor will not adopt any Plan or amend any Plan to ------------ increase the benefits payable thereunder if such adoption or amendment would materially increase Lessor's liability under the Plans. Lessor will make the maximum allowable contribution to each Plan with respect to each year of such Plan and will not change the interest or earnings assumptions used by the actuary of each Plan to value the assets and liabilities of such Plan. Lessor will not terminate any Plan and will not withdraw or transfer any assets of any Plan to Lessor or for the benefit of Lessor.
Plan Matters. Effective as of the Closing, all Company Employees who participate in any defined contribution plan qualified under Section 401 of the Code sponsored by the Seller or the Parent (the "Seller's 401(k) Plan") shall cease to participate in said plan. The Buyer shall establish, if it does not already maintain, a salary deferral plan qualified under Section 401 of the Code which shall accept direct or indirect rollovers by Company Employees of their vested interest in the Seller's 401(k) Plan.
Plan Matters. The Company shall take all actions necessary to terminate the Company ESOP, effective immediately prior to the Effective Time. The accounts of all participants and beneficiaries in the Company ESOP as of the Effective Time shall become fully vested upon termination of the Company ESOP. The Merger Consideration received with respect to the unallocated Company Common Stock held by the Company ESOP shall first be used to repay all then outstanding indebtedness under the outstanding loan to the ESOP. Following the Effective Time, any remaining cash held in the ESOP suspense account after repayment of the outstanding ESOP loan shall be allocated as earnings proportionately to all Affected Participants (as defined in the Company ESOP) based on their respective ESOP account balances as of the beginning of the plan year in which the Company ESOP is terminated. As soon as practicable after the date hereof, counsel for Parent shall prepare and the Company shall file or cause to be filed all necessary documents to be filed with the IRS for a determination letter for termination of the Company ESOP, effective immediately prior to the Effective Time, and the Company shall file or cause to be filed such documents with the IRS following review by it and its counsel. The Parties shall use their respective reasonable best efforts to obtain such favorable determination letter. As soon as practicable following the later of the Effective Time or the receipt of a favorable determination letter from the IRS regarding the qualified status of the Company ESOP upon its termination, the account balances in the Company ESOP shall be either distributed to participants and beneficiaries or rolled over to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct, provided, however, that nothing contained herein shall delay the distribution or transfer of account balances in the Company ESOP in the ordinary course for reasons other than the termination of such plan. Parent agrees to permit Continuing Employees to rollover their account balances in the Company ESOP to the Parent’s 401(k) Plan. The Company shall, or shall direct the fiduciaries of the Company ESOP to (to the extent permitted by law), provide Parent and its counsel with a draft of each resolution, amendment, participant communication or other document relating to the termination of the Company ESOP or the voting of shares of Company Common Stock in the Company ESO...
Plan Matters. The Company and the Company Board (and any committee thereof) are permitted to take such action as may be necessary or desirable to give effect to this Section 2.6. Each of the Company’s 2009 Equity Incentive Plan and 2019 Equity Incentive Plan shall hereby be terminated as of the Effective Time, automatically and without the necessity of any further action.
Plan Matters. Except as otherwise provided in this Article IX or as otherwise required by applicable law, the Business Employees shall cease to participate in or accrue further benefits under the Business Benefit Plans immediately prior to the Closing, other than with respect to Business Benefit Plans maintained solely with respect to Business Employees, and Sellers shall take (or cause their ERISA Affiliates to take) all actions necessary to cease such participation and accrual immediately prior to the Closing. Effective as of the Closing, all Business Employees who participate in the Seller's 401(k) Plan shall cease to participate in such plan. To the extent allowable under Section 401(k) of the Code and regulations issued thereunder, Business Employees shall be eligible to receive, at their election, a distribution of their account balance from the Seller's 401(k) plan. Seller shall amend Seller's 401(k) Plan (or shall cause its Affiliates to amend the appropriate Affiliate 401(k) Plan) to the extent necessary to cease such participation and permit such distributions and rollovers of participant loans, and shall not place any New Buyer Employee's loan under such 401(k) Plan in default unless the New Buyer Employee fails to elect a rollover within 90 days of the date the rollover is offered to such New Buyer Employee. Buyer shall cause a 401(k) plan maintained by Buyer to accept rollovers of such distributions and participant loans to the extent permissible.
