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 business days prior to the consummation of the Offer, the Company will terminate any and all Employee Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, 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) of the Code) as Parent. The Company shall provide Parent evidence that such resolutions to terminate the 401(k) 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 the reasonable approval of Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. Immediately prior to such termination, the Company 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 any such 401(k) Plan, (ii) for elective deferrals made pursuant to any such 401(k) Plan for the period prior to termination, and (iii) for employer matching contributions (if any) for the period prior to termination.

Termination of 401(k) Plan. Unless otherwise directed in writing by Parent at least five business days Business Days prior to the consummation initial scheduled expiration of the Offer, the Company will terminate any and all Employee Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, effective as of 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) of the Code) as Parent. The Company shall provide Parent evidence that such resolutions to terminate the 401(k) 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 the reasonable approval of Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. Immediately prior to such termination, the Company 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 any such 401(k) Plan, (ii) for elective deferrals made pursuant to any such 401(k) Plan for the period prior to termination, and (iii) for employer matching contributions (if any) for the period prior to termination.

Termination of 401(k) Plan. Unless otherwise directed in writing If requested by Parent at least five business days Business Days prior to the consummation of the Offer, the Company will terminate any and all Employee Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, 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) of the Code) as Parent. The Company shall provide Parent evidence that such resolutions to terminate the 401(k) plan(s) of the Company and its Subsidiaries 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 the reasonable approval of Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. Immediately prior to such termination, the Company 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 any such 401(k) Plan, (ii) for elective deferrals made pursuant to any such 401(k) Plan for the period prior to termination, and (iii) for employer matching contributions (if any) for the period prior to termination; provided that all such payments shall be excluded for purposes of calculating the Minimum Cash Amount.

Termination of 401(k) Plan. Unless otherwise directed in writing by Parent at least five business days (5) Business Days prior to the consummation of the OfferEffective Time, the Company will terminate any and all Employee Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, 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) of the Code) as Parent. The Company shall provide Parent evidence that such resolutions to terminate the 401(k) 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 the reasonable approval of Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. Immediately prior to such termination, the Company 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 any such 401(k) Plan, (ii) for elective deferrals made pursuant to any such 401(k) Plan for the period prior to termination, and (iii) for employer matching contributions (if any) for the period prior to termination.

Termination of 401(k) Plan. Unless otherwise If so directed in writing by Parent Merger Subsidiary at least five 15 business days prior to the consummation initial scheduled expiration of the Offer, the Company Board, at least 10 business days prior to the initial scheduled expiration of the Offer, will terminate adopt resolutions terminating any and all Employee Company Benefit Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the CodeCode (each, a “401(k) Plan”), effective as of no later than the day immediately preceding the date the Company becomes a member of the same Controlled Group controlled group of Corporations corporations (as defined in Section 414(b) of the Code) as Parent. The Company shall provide Parent evidence that such resolutions to terminate the 401(k) plan(s) of the Company and its Subsidiaries have been adopted by the Company Board or the board of directors of its Subsidiaries, as applicableMerger Subsidiary. The form and substance of such resolutions shall be subject to the reasonable approval of Parent. The Merger Subsidiary, and the Company shall also take provide Merger Subsidiary evidence that such other actions in furtherance resolutions have been adopted by the Company Board or the board of terminating any such 401(k) plans directors of the Company Subsidiaries, as Parent may reasonably requestapplicable. Immediately prior to such termination, the Company 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 any such the 401(k) Plan, ; (ii) for elective deferrals made pursuant to any such the 401(k) Plan for the period prior to termination, ; and (iii) for any employer matching contributions (if anyincluding any matching contributions) for the period prior to termination.