Common use of Service Credit; Eligibility Clause in Contracts

Service Credit; Eligibility. Following the Effective Time, Parent shall arrange for each Employee who is a participant in a Welfare Plan, including any vacation plan or program (the “Company Participants”), who becomes an employee of Parent, any Parent subsidiary or the Surviving Corporation and their dependents to be eligible for employee welfare benefits no less favorable in the aggregate than those received by such Company Participants immediately prior to the Effective Time. Each Company Participant shall be given service credit for all purposes under Parent’s employee welfare benefit plans and arrangements, including for eligibility to participate in (provided that no retroactive contributions will be required), and eligibility for vesting under Parent employee welfare benefit plans and arrangements with respect to his or her length of service with the Company (and its predecessors) prior to the Closing Date, except to the extent that such crediting would result in duplication of benefits. Parent shall use commercially reasonable efforts to cause any and all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any Parent employee welfare benefit plans and arrangements to be waived with respect to such Company Participants (and their beneficiaries) and shall provide them with credit for any co-payments, deductibles, and offsets (or similar payments) made during the plan year which includes the Closing Date for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Parent employee welfare benefit plans or arrangements in which they are eligible to participate after the Closing Date.

Service Credit; Eligibility. Following the Effective Time, Parent shall arrange for each Employee who is a participant in a Welfare Plan, the Company Benefit Plans (including any vacation plan or program all dependents) (the “Company Participants”), ) who becomes an employee of Parent, any Parent subsidiary or the Surviving Corporation and their dependents (or a dependent of such employee) to be eligible for the same employee welfare benefits no less favorable in the aggregate than as those received by Parent employees with similar positions and responsibilities; provided that, such Company Participants immediately prior employees shall not, solely by virtue of this Section 5.7, be entitled to the Effective Timereceive equity incentive awards upon commencing employment with Parent. Each Company Participant shall be given service credit for all purposes under Parent’s employee welfare benefit plans and arrangementspurposes, including for eligibility to participate in (provided that no retroactive contributions will be required), and eligibility for vesting under Parent employee welfare benefit plans (other than any equity related plans) and arrangements with respect to his or her length of service with the Company (and its subsidiaries and predecessors) prior to the Closing Date, except to the extent that such crediting would result in duplication of benefits. Parent shall use commercially reasonable efforts to cause any and all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any Parent employee welfare benefit plans and arrangements to be waived with respect to such Company Participants (and their beneficiaries) and shall provide them with credit for any co-payments, deductibles, and offsets (or similar payments) made during the plan year which includes the Closing Date for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Parent employee welfare benefit plans or arrangements in which they are eligible to participate after the Closing Date.

Service Credit; Eligibility. Following the Effective Time, Parent shall arrange for each Employee who is a participant in a Welfare Plan, including any vacation plan or program (the “Company Participants”), Benefit Plans who becomes an employee of Parent, any Affiliate of Parent subsidiary or the Surviving Corporation and their dependents Company (the “Company Participants”) to be eligible for employee welfare benefits that are no less favorable favorable, in the aggregate than aggregate, as those received by such Company Participants immediately prior to the Effective Timeemployees of Parent with substantially similar employment locations, positions and responsibilities. Each Company Participant shall be given service credit for all purposes under Parent’s employee welfare benefit plans and arrangements, including for eligibility to participate in (provided that no retroactive contributions will be required), and eligibility for vesting under Parent employee welfare benefit plans and arrangements with respect to his or her length of service with the Company (and its Subsidiaries and predecessors) prior to the Closing DateClosing, except to the extent including, without limitation, for eligibility for participation and vesting under Parent employee benefit plans and arrangements and vacation accrual; provided, that such crediting would result in no retroactive contributions or duplication of benefitsbenefits will be required. Parent shall use commercially reasonable efforts to cause any and all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any Parent employee welfare benefit plans and arrangements to be waived with respect to such Company Participants (and their beneficiaries) to the extent waived or satisfied under the relevant Company Benefit Plan, and shall provide them Company Participants with credit for any co-payments, deductibles, and offsets (or similar payments) made during the plan year which includes the Closing Date for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Parent employee welfare benefit plans or arrangements in which they are eligible to participate after the Closing Date; provided, that such credit shall only be required to the extent each Company Participant submits documentation to Parent, which documentation is reasonably acceptable to Parent, showing the amount of deductibles, co-payments and offsets which must be taken into consideration for purposes of Parent’s relevant employee benefit plans and arrangements. Notwithstanding anything to the contrary set forth herein nothing shall preclude the Surviving Company from terminating the employment of any Employee for any reason for which the Company could have terminated such Employee prior to the Effective Time.

Service Credit; Eligibility. Following the Effective Time, within a reasonable period, Parent shall arrange for each Employee who is a participant in a Welfare Plan, the Company Employee Plans (including any vacation plan or program all dependents) (the “Company Participants”), ) who becomes an employee of Parent, any Parent subsidiary Subsidiary or the Surviving Corporation and their dependents (or a dependent of such employee) to be eligible for the same employee welfare benefits no less favorable in the aggregate than as those received by such Parent employees with similar positions and responsibilities. Base compensation shall not be decreased for a period of at least twelve (12) months following the Effective Time for any individuals who are employees of the Company Participants immediately prior to or its Subsidiaries as of the Effective Time and remain employed by Parent or its Subsidiaries following the Effective Time. Each Company Participant shall be given service credit for all purposes under Parent’s employee welfare benefit plans and arrangementspurposes, including for eligibility to participate in (provided that no retroactive contributions will be required), and eligibility for vesting under Parent employee welfare benefit plans and arrangements (other than any Parent pension plan) with respect to his or her length of service with the Company (and its Subsidiaries and predecessors) prior to the Closing Date, except to the extent that such crediting would result in duplication of benefits. Parent shall use commercially reasonable efforts to cause any and all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any Parent employee welfare benefit plans and arrangements to be waived with respect to such Company Participants (and their beneficiaries) and shall provide them with credit for any co-payments, deductibles, and offsets (or similar payments) made during the plan year which includes the Closing Date for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Parent employee welfare benefit plans or arrangements in which they are eligible to participate after the Closing Date.