Common use of Termination of 401(k) Plan Clause in Contracts

Termination of 401(k) Plan. Unless otherwise directed in writing by Parent at least five (5) Business Days prior to the Closing Date, the Company Board shall authorize the termination of the Company’s 401(k) plan effective on the Closing Date. The Company shall provide Parent evidence that such resolutions to terminate the Company 401(k) plan have been adopted by the Company Board or the board of directors of its Subsidiaries, as applicable. The form and substance of such resolutions shall be subject to review and approval of Parent (which approval shall not be unreasonably withheld). Immediately prior to such termination, the Company shall make (or cause to be made) all necessary payments to fund the contributions (i) necessary or required to maintain the tax-qualified status of the Company 401(k) plan, (ii) for elective deferrals made pursuant to the Company 401(k) plan for the period prior to termination and (iii) for employer matching contributions (if any) for the period prior to termination. The Company shall also take such other actions in furtherance of terminating the Company’s 401(k) Plan as Parent may reasonably require.

Termination of 401(k) Plan. Unless otherwise directed in writing by Parent at least five (5) Business Days business days prior to the Closing Dateconsummation of the Offer, the Company Board shall authorize the termination will terminate any and all Employee Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Company’s 401(kCode, effective as of the day immediately preceding the date the Company becomes a member of the same Controlled Group of Corporations (as defined in Section 414(b) plan effective on of the Closing DateCode) as Parent. The Company shall provide Parent evidence that such resolutions to terminate the Company 401(k) plan plan(s) of the Company and its Subsidiaries have been adopted by the Company Board or the board of directors of its Subsidiaries, as applicable. The form and substance of such resolutions shall be subject to review and the reasonable approval of Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) plans as Parent (which approval shall not be unreasonably withheld)may reasonably request. Immediately prior to such termination, the Company shall will make (or cause to be made) all necessary payments to fund the contributions (i) necessary or required to maintain the tax-qualified status of the Company any such 401(k) planPlan, (ii) for elective deferrals made pursuant to the Company any such 401(k) plan Plan for the period prior to termination termination, and (iii) for employer matching contributions (if any) for the period prior to termination. The Company shall also take such other actions in furtherance of terminating the Company’s 401(k) Plan as Parent may reasonably require.

Termination of 401(k) Plan. Unless otherwise directed in writing by Parent at least five (5) Business Days prior to the Closing Dateinitial scheduled expiration of the Offer, the Company Board shall authorize the termination will terminate any and all Employee Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Company’s 401(kCode, effective no later than the day immediately preceding the date the Company becomes a member of the same Controlled Group of Corporations (as defined in Section 414(b) plan effective on of the Closing DateCode) as Parent. The Company shall provide Parent evidence that such resolutions to terminate the Company 401(k) plan plan(s) of the Company and its Subsidiaries have been adopted by the Company Board or the board of directors of its Subsidiaries, as applicable. The form and substance of such resolutions shall be subject to review and the reasonable approval of Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) plans as Parent (which approval shall not be unreasonably withheld)may reasonably request. Immediately prior to such termination, the Company shall will make (or cause to be made) all necessary payments to fund the contributions (i) necessary or required to maintain the tax-qualified status of the Company any such 401(k) planPlan, (ii) for elective deferrals made pursuant to the Company any such 401(k) plan Plan for the period prior to termination termination, and (iii) for employer matching contributions (if any) for the period prior to termination. The Company shall also take such other actions in furtherance of terminating the Company’s 401(k) Plan as Parent may reasonably require.

Termination of 401(k) Plan. Unless otherwise directed in writing by Parent at least five (5) Business Days prior to the Closing DateEffective Time, the Company Board shall authorize the termination will terminate any and all Employee Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Company’s 401(kCode, effective as of the day immediately preceding the date the Company becomes a member of the same Controlled Group of Corporations (as defined in Section 414(b) plan effective on of the Closing DateCode) as Parent. The Company shall provide Parent evidence that such resolutions to terminate the Company 401(k) plan plan(s) of the Company and its Subsidiaries have been adopted by the Company Board or the board of directors of its Subsidiaries, as applicable. The form and substance of such resolutions shall be subject to review and the reasonable approval of Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) plans as Parent (which approval shall not be unreasonably withheld)may reasonably request. Immediately prior to such termination, the Company shall will make (or cause to be made) all necessary payments to fund the contributions (i) necessary or required to maintain the tax-qualified status of the Company any such 401(k) planPlan, (ii) for elective deferrals made pursuant to the Company any such 401(k) plan Plan for the period prior to termination termination, and (iii) for employer matching contributions (if any) for the period prior to termination. The Company shall also take such other actions in furtherance of terminating the Company’s 401(k) Plan as Parent may reasonably require.

Termination of 401(k) Plan. Unless otherwise If so directed in writing by Parent Merger Subsidiary at least five (5) Business Days 15 business days prior to the Closing Dateinitial scheduled expiration of the Offer, the Company Board shall authorize Board, at least 10 business days prior to the termination initial scheduled expiration of the Company’s Offer, will adopt resolutions terminating any and all Company Benefit Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) plan of the Code (each, a “401(k) Plan”), effective on no later than the Closing Dateday immediately preceding the date the Company becomes a member of the same controlled group of corporations (as defined in Section 414(b) of the Code) as Merger Subsidiary. The form and substance of such resolutions shall be subject to the reasonable approval of Merger Subsidiary, and the Company shall provide Parent Merger Subsidiary evidence that such resolutions to terminate the Company 401(k) plan have been adopted by the Company Board or the board of directors of its the Company Subsidiaries, as applicable. The form and substance of such resolutions shall be subject to review and approval of Parent (which approval shall not be unreasonably withheld). Immediately prior to such termination, the Company shall will make (or cause to be made) all necessary payments to fund the contributions contributions: (i) necessary or required to maintain the tax-qualified status of the Company 401(k) plan, Plan; (ii) for elective deferrals made pursuant to the Company 401(k) plan Plan for the period prior to termination termination; and (iii) for any employer matching contributions (if anyincluding any matching contributions) for the period prior to termination. The Company shall also take such other actions in furtherance of terminating the Company’s 401(k) Plan as Parent may reasonably require.

Termination of 401(k) Plan. Unless otherwise directed in writing If requested by Parent at least five (5) Business Days prior to the Closing Dateconsummation of the Offer, the Company Board shall authorize the termination will terminate any and all Employee Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Company’s 401(kCode, effective as of the day immediately preceding the date the Company becomes a member of the same Controlled Group of Corporations (as defined in Section 414(b) plan effective on of the Closing DateCode) as Parent. The Company shall provide Parent evidence that such resolutions to terminate the Company 401(k) plan plan(s) of the Company and the Company Subsidiary have been adopted by the Company Board or the board of directors of its Subsidiariesthe Company Subsidiary, as applicable. The form and substance of such resolutions shall be subject to review and the reasonable approval of Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) plans as Parent (which approval shall not be unreasonably withheld)may reasonably request. Immediately prior to such termination, the Company shall will make (or cause to be made) all necessary payments to fund the contributions (i) necessary or required to maintain the tax-qualified status of the Company any such 401(k) planPlan, (ii) for elective deferrals made pursuant to the Company any such 401(k) plan Plan for the period prior to termination termination, and (iii) for employer matching contributions (if any) for the period prior to termination. The Company ; provided that all such payments shall also take such other actions in furtherance be excluded for purposes of terminating calculating the Company’s 401(k) Plan as Parent may reasonably requireMinimum Cash Amount.