Plans of the Company Sample Clauses

Plans of the Company. Section 2.14(a) of the Company Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other employment contracts or employment agreements, with respect to which the Company or any Company Subsidiary has any obligation (collectively, the "Company Plans"). The Company has furnished or made available to the Acquiror a complete and accurate copy of each Company Plan (or a description of the Company Plan, if the Company Plan is not in writing) and a complete and accurate copy of each material document prepared in connection with each such Company Plan, including, without limitation, and where applicable, a copy of (i) each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications as currently in effect, (iii) the three (3) most recently filed IRS Forms 5500, Forms PBGC-1 and related schedules, and (iv) the most recently issued IRS determination letter for each such Company Plan.
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Plans of the Company. SECTION 4.11(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements and all employment termination, severance or other employment contracts or employment agreements, with respect to which the Company has any obligation and which benefit any of its employees (collectively, the "PLANS"). The Company has furnished or made available to Buyer a copy of each Plan (or a description of the Plans, if the Plans are not in writing) and a copy of each material document prepared in connection with each such Plan, including, without limitation, and where applicable a copy of (i) each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) any IRS Forms 5500 and related schedules filed since August 1998, (iv) any IRS determination letter for each such Plan issued since August 1998, (v) any actuarial and financial statements in connection with each such Plan issued since August 1998, and (vi) any other material information relating to each such Plan as requested by Buyer, to the extent it is available to the Company.
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Plans of the Company. Section 2.14(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other employment contracts or employment agreements, with respect to which the Company or any Company Subsidiary has any obligation (collectively, the "Company Plans"). The Company has furnished or made available to the Acquiror a complete and accurate copy of each Company Plan (or a description of the Company Plans, if the Company Plans are not in writing) and a complete and accurate copy where applicable, of (i) each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Forms 5500 and related schedules, and (iv) the most recently issued IRS determination letter for each such Plan. With respect to the Company's existing supplemental executive retirement plans, captioned the "Supplemental Compensation Agreement By and Among West Allis Savings Bank, Hallmark Capital Corporation and Jamex X. Xxxxxxxxx" xxd "Supplemental Compensation Agreement By and Among West Allis Savings Bank, Hallmark Capital Corporation and Petex X. Xxxxxxx" (xhe "SERPs"): (a) The Company has provided to the Acquiror true, correct and complete copies of all agreements, instruments and documents pursuant to which the SERPs are constituted or under which the Company has any liability or obligations relating to the SERPs, and of the most recently available copies of those materials provided by the insurers or their agents which relate to any insurance policy or program or other funding vehicle designed to provide a source of funds from which to pay the benefits due under the SERPs (the "Insurance"), and to the extent not readily available from the Company's records, the Company will use its best efforts to acquire such policies and information from applicable insurance companies and their agents prior to Closing; (b) the total premiums remaining to be paid from and after the date of this Agreement under the Insurance (a) are not greater than three payments of $527,000 each, due on July 1, 2001, July 1, 2002, and the last of such premiums due o...
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Plans of the Company. Section 2.14(b) Absence of Certain Types of Plans. Section 2.14(c) Compliance with Applicable Law. Section 2.14(d)
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Plans of the Company. The Company will retire the shares acquired in the Offer. Contemporaneously with the Offer, the business and operations of the Company will be continued by the Company substantially as they are currently being conducted as described in "SPECIAL FACTORS - 1.
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Related to Plans of the Company

  • Operations of the Company Except as set forth on Schedule 3.26, since the Balance Sheet Date the Company has not:

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

  • Conditions of the Company The obligation of the Company to issue and sell the Purchase Shares to be sold to and purchased by the Purchaser as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may be waived in writing by the Company in its sole discretion:

  • Agreements of the Company The Company agrees with the several Underwriters as follows:

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

  • Powers of the Company The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

  • Obligations of the Company Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

  • Of the Company To induce the Advisor to enter into this Agreement, the Company hereby represents and warrants that:

  • Instructions of the Company The Company shall have the right, by one or more instruments in writing executed and delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement and (ii) the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be adequately indemnified as provided herein. Nothing in this Section 8.2 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction.

  • Successors of the Company The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company, including any Successor Company. This Agreement shall be assignable by the Company in the event of a merger or similar transaction in which the Company is not the surviving entity, or a sale of all or substantially all of the Company’s assets.

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