Terminated Plans. The Waste Management, Inc. Pension Plan and The Waste Management of Alameda County, Inc. Retirement Plan. Total Commitment. Initially $2,000,000,000, as such amount may be increased or reduced in accordance with the terms hereof, or, if such Total Commitment has been terminated pursuant to §2.3.1 or §12.2 hereof, zero.
Terminated Plans. To the extent the Plan Administrator must take into account distributions to a Participant, the Plan Administrator must include distributions from a terminated plan which would have been part of the Required Aggregation Group if it were in existence on the Determination Date.
Terminated Plans. The Waste Management, Inc. Pension Plan and The Waste Management of Alameda County, Inc. Retirement Plan. Total Commitment. Up to $1,750,000,000, as such amount may be reduced pursuant to Section 2.3 hereof, or, if such Total Commitment has been terminated pursuant to Section 2.3 or Section 12.2 hereof, zero. Total Debt. The sum, without duplication, of all (1) Indebtedness of the Borrower and its Subsidiaries on a consolidated basis under subsections (a) through (h) of the definition of "Indebtedness" (provided, however, that Indebtedness (A) under subsection (f) of the definition of "Indebtedness" shall be included in such calculation only to the extent that a surety has been called upon to make payment on a bond, and (B) with respect to Permitted Receivables Transactions shall not be included in such calculation), plus (2) Swap Obligations, plus (3) non-contingent reimbursement obligations of the Borrower and its Subsidiaries with respect to drawings under any letters of credit.
Terminated Plans. Any such Terminated Benefit Plan intended to have been qualified under Section 401 of the Code received a favorable determination letter from the IRS with respect to its termination.
Terminated Plans. 30 3.26 Overtime, Back Wages, Vacation and Minimum Wages................30 v 7 3.27 Discrimination, Workers Compensation and Occupational Safety and Health......................................................30
Terminated Plans. Set forth on Schedule 3.27 hereto are all employee benefit plans related to the Business which any Seller Group Person has terminated or taken action to terminate since January 1, 1992. Such terminations have been carried out in all material respects in accordance with all provisions of Law, including without limitation all applicable provisions of the Code and ERISA and all required disclosure to the PBGC. Except as described on Schedule 3.27 hereto, no Seller Group Person has any liability to any Person or entity, including without limitation the PBGC, any other Government agency or any participant in or beneficiary of any such plan, nor is any Seller Group Person liable for any excise, income or other tax or penalty as a result of such termination. Seller has obtained a favorable determination letter from the IRS with respect to the termination of each of such plans in the United States (complete and correct copies of which have been delivered to Buyer). The notices of sufficiency and favorable determination letters were received after full and accurate disclosure of all material facts to the IRS.
Terminated Plans. Neither the Company nor any of its Subsidiaries, nor any current or former ERISA Affiliate of the Company or any of its Subsidiaries, has terminated or taken action to terminate (in part or in whole) any employee benefit plans as defined in ERISA Section 3(3).
Terminated Plans. The Disclosure Schedule describes any Employee Benefit Plan subject to ERISA that has been terminated and the status of such Plan, the distribution or retention of monies with respect to such Plan, and any further obligations of such Plan or GPP in connection therewith. Any past Employee Benefit Plan subject to ERISA that has been terminated was done so in material compliance with all applicable Laws.
Terminated Plans. (a) Within one (1) day from the date hereof, subject to the terms and conditions set forth herein, the Board of Directors of the Company shall adopt the necessary resolutions to cause the Company and its Subsidiaries to terminate the Terminated Plans as provided in SECTION 2.1(d).
(b) Within ten (10) days from the date hereof, subject to the terms and conditions set forth herein, the Company shall cause the Medex ESOP to deliver a notice of the transactions contemplated pursuant to this Agreement, which notice shall solicit the consent and approval of such participants to the recapitalization transaction contemplated hereby and to amendment of the Company's Articles of Incorporation contemplated pursuant to SECTION 2.1(a). Furthermore, such notice shall inform each participant of the contingent termination of the Medex ESOP and shall provide each participant a thirty day (30) day period in which to elect to receive such participant's vested benefit under the Medex ESOP in the form of (x) a lump sum cash payment equal to the number of shares of Company Common Stock and Company Preferred Stock to be vested in such participant upon the termination of the Medex ESOP multiplied by $6.27 or (y) shares of Company Common Stock and Company Preferred Stock to be vested in such participant upon the termination of the Medex ESOP.
(c) Upon expiration of the election period set forth in paragraph (b) above, the Company shall make a lump sum cash payment to the trustee of the Medex ESOP in an amount equal to the aggregate cash payment to be paid to the participants in the Medex ESOP as a result of the election of such participants pursuant to paragraph (b) above to receive a cash payment and the Company shall cause the Trustee of the Medex ESOP to distribute such cash to the participants in the Medex ESOP who shall have elected to receive such cash payment pursuant to paragraph (b) above and the Company shall cause the trustee of the Medex ESOP to distribute shares of Company Common Stock and Company Preferred Stock in an aggregate amount equal to the shares to be distributed to the participants in the Medex ESOP as a result of the election of such participants pursuant to paragraph (b) above to receive shares of Company Common Stock and Company Preferred Stock.
(d) Upon expiration of the election period set forth in paragraph (b) above, with respect to the Stock Incentive Plan (UK) and Stock Appreciation Participation Rights Plan (Germany), the Company shall make a lump...
Terminated Plans. 21 3.28 Overtime, Back Wages, Vacation and Minimum Wages....................21 3.29 Discrimination and Occupational Safety and Health...................21 3.30 Alien Employment Eligibility........................................21 3.31 Labor Disputes; Unfair Labor Practices..............................22 3.32
