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

Termination of 401(k) Plans. Effective as of no later than the day immediately preceding the Closing Date, each of the Company, its Subsidiaries and any ERISA Affiliate shall terminate any and all Company Employee Plans intended to include a Code Section 401(k) arrangement (each a “401(k) Plan”) unless Parent provides written notice to the Company that any such 401(k) plan shall not be terminated. Unless Parent provides such written notice to the Company, no later than five Business Days prior to the Closing Date, the Company shall provide Parent with evidence that such Company Employee Plan(s) have been terminated (effective as of no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Directors of the Company, its Subsidiaries or such ERISA Affiliate, as the case may be. The form and substance of such resolutions shall be provided by Parent subject to the reasonable and timely approval of the Company. The Company also shall take such other actions in furtherance of terminating such Company Employee Plan(s) as Parent may reasonably require.

Termination of 401(k) Plans. Effective as of no later than the day immediately preceding the Closing Date, each of the Company, Company and its Subsidiaries and any ERISA Affiliate shall terminate any and all Company Employee Plans intended to that include a Code Section 401(k) arrangement (each each, a “401(k) Plan”) (unless Parent provides written notice to the Company that any such 401(k) plan plans shall not be terminated). Unless Parent provides such written notice to the Company, no later than five Business Days prior to the Closing Date, the Company shall provide Parent with evidence that such Company Employee the 401(k) Plan(s) have been terminated (effective as of no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Directors of the Company, its Subsidiaries Company or such ERISA Affiliatethe relevant Subsidiary, as the case may be. The form and substance of such resolutions shall be provided by Parent subject to the reasonable and timely Parent’s prior approval, which approval of the Companyshall not be unreasonably withheld. The Company also shall take such other actions in furtherance of terminating such Company Employee the 401(k) Plan(s) as Parent may reasonably require.

Termination of 401(k) Plans. Effective as of no later than the day immediately preceding the Closing Date, each of the Company, its Subsidiaries and any ERISA Affiliate shall terminate any and all Company Employee Plans intended to include a Code Section 401(k) arrangement (each each, a “401(k) Plan”) (unless Parent provides written notice to the Company that any such 401(k) plan plans shall not be terminated). Unless Parent provides such written notice to the Company, no later than five Business Days prior to the Closing Date, the Company shall provide Parent with evidence that such Company Employee Plan(s) have been terminated (effective as of no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Directors of the Company, its Subsidiaries or such ERISA Affiliate, as the case may be. The form and substance of such resolutions shall be provided by Parent subject to the reasonable review and timely approval of the CompanyParent. The Company also shall take such other actions in furtherance of terminating such Company Employee Plan(s) as Parent may reasonably require.

Termination of 401(k) Plans. Effective as of no later than To the day immediately preceding the Closing Date, each of the Company, its Subsidiaries and any ERISA Affiliate shall terminate any and all Company Employee Plans intended to include a Code Section 401(k) arrangement (each a “401(k) Plan”) unless extent requested in writing by Parent provides written notice to the Company that any such 401(k) plan shall not be terminated. Unless Parent provides such written notice to the Company, no later than five Business Days (5) business days prior to the Closing Date, the Company shall provide Parent with evidence that such Company Employee Plan(stake (or cause to be taken) have been terminated (all actions necessary or appropriate to terminate, effective as of no later than the day date immediately preceding the Closing Date, any Company Employee Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) pursuant to resolutions of the Code (the “401(k) Plans”). If Parent provides such notice to the Company prior to such five (5) business day period, Parent shall receive from the Company, prior to the Effective Time of the Company Merger, evidence that the Company’s Board of Directors of has adopted resolutions to terminate the Company, its Subsidiaries or such ERISA Affiliate, as 401(k) Plans (the case may be. The form and substance of such which resolutions shall be provided by Parent subject to the reasonable review and timely approval of Parent, which approval shall not be unreasonably withheld), effective no later than the Companydate immediately preceding the Closing Date. The Company shall also shall take such other actions in furtherance of terminating such Company Employee Plan(sthe 401(k) Plans as Parent may reasonably require.