Plan Matters Sample Clauses

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. 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. 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. 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. Following the Closing, no distribution of Plan assets will occur, except with respect to employees who discontinue employment with the Company, prior to the issuance by the Internal Revenue Service of a determination letter that the distribution of assets from the terminated Plan is in accordance with Internal Revenue Code Section 401(k)(10). The Buyer or the Company shall file such determination letter request with the Internal Revenue Service following the Closing. To the extent not reflected in the transfer of assets pursuant to Section 1.1 hereof, the Company shall pay to Brendan a sum in cash representing the total salary reduction contributions under the Company Section 125 Plan and the Brendan Section 125 Plan, since January 1, 2000 to the date the responsibility and liabilities for the Brendan Section 125 Plan is transferred to Brendan, of employees of the Company prior to the Closing Date hired by Brendan, less amounts paid out as benefits under the Company Section 125 Plan and the Brendan Section 125 Plan for qualified reimbursements in 2000 to such employees.

Plan Matters. Each Company shall have provided to Buyer (i) executed resolutions of the Board of Directors of such Company (or, in the case of Comprehensive LLC, of its managers and members) terminating their participation in the CHMI 401(k) Plan, and providing that Statcare, Inc. shall become the plan sponsor of the CHMI 401(k) Plan, in each case effective at or prior to the Closing, and (ii) copies of all Form 5500 reports required to be filed pursuant to Section 6.25, and evidence satisfactory to Buyer that such reports shall have been duly filed and all applicable penalty amounts shall have been paid.

Plan Matters. The Merger Agreement provides that as soon as practicable after the date of the Merger Agreement, and in any event prior to the Effective Time, CoLucid and the CoLucid Board (and any applicable subcommittee), as applicable, will take any action necessary to cause each of CoLucid’s 2006 Equity Incentive Plan and CoLucid’s 2015 Equity Incentive Plan (together, the “Equity Plans”) to be terminated as of the Effective Date.

Plan Matters. As soon as reasonably practicable following the date of this Agreement, and in any event prior to the Effective 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 this Section 2.8 and to cause each of the 2006 Equity Incentive Plan and the 2015 Equity Incentive Plan to be terminated as of the Effective Time.

Plan Matters. Except as otherwise provided in this Article VIII or as otherwise required by applicable law, the Employees shall cease to participate in or accrue further benefits under the Seller Benefit Plans immediately prior to the Closing. Effective as of the Closing, all Employees who participate in the defined contribution plan qualified under Section 401 of the Code sponsored by the Seller (the "Seller's 401(k) Plan") shall cease to participate in said plan. The Buyer shall establish, if it does not already maintain, a defined contribution plan qualified under Section 401 of the Code which shall accept direct or indirect rollovers by Employees of their vested interest in the Seller's 401(k)

Plan Matters. The Plan and the Trust have been duly authorized, organized and established by all necessary corporate action on the part of the Company. The Plan is a legal and valid employee stock ownership plan within the meaning of Section 4975(e)(7) of the Internal Revenue Code of 1986, as amended (the “Code”) and ERISA Section 407(d)(6), is intended to be qualified under Section 401(a) of the Code, and the Trust is intended to be exempt from taxation under Section 501(a) of the Code, and has received a favorable determination letter from the Internal Revenue Service (the “IRS”).