Termination of Benefits Plans Sample Clauses

Termination of Benefits Plans. To the extent requested in writing by the Buyer no later than ten Business Days prior to the Effective Time, the Company shall take (or cause to be taken) all actions that it is entitled to take and that are necessary or appropriate to terminate (including, without limitation, adoption by the Company Board of appropriate resolutions), effective no later than the Effective Time, any Company Employee Plan that (i) contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code or (ii) any plan intended as a nonqualified deferred compensation plan both in accordance with the provisions of the applicable plans and applicable laws.
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Termination of Benefits Plans. Written evidence (a) of the termination, to the extent permitted by German Law, of each Benefit Plan effective as of the day immediately preceding the Closing, (b) that each such plan has been terminated pursuant to resolutions of the Board of Directors of the Company, and (c) that each such plan has been properly amended as necessary to ensure compliance with all applicable requirements.
Sample 1
Termination of Benefits Plans. A-28 5.11 Reasonable Best Efforts........................................ A-28 5.12 Notification of Certain Matters................................ A-28 5.13 Affiliate Agreements........................................... A-28 5.14 Form S-8....................................................... A-28 5.15 Nasdaq National Market Listing................................. A-28 5.16 Directors' and Officers' Indemnification....................... A-28 Parent Agreement to Vote Shares of Company Preferred Stock; 5.17 Restriction on Transfer........................................ A-29 5.18 Additional Documents and Further Assurances.................... A-29 5.19 Reorganization Treatment....................................... A-29 Employment; Parent or Surviving Corporation Employee Benefit 5.20 Plans.......................................................... A-29 ARTICLE VI CONDITIONS TO THE MERGER..................................... A-30 6.1 Conditions to Obligations of Each Party to Effect the Merger... A-30 6.2 Additional Conditions to Obligations of the Company............ A-30 6.3 Additional Conditions to the Obligations of Parent............. A-31 ARTICLE VII SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ESCROW.......... A-32 7.1 Survival of Representations and Warranties..................... A-32 7.2 Escrow Arrangements............................................ A-32 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER.......................... A-37 8.1 Termination.................................................... A-37 8.2 Effect of Termination.......................................... A-38 8.3 Amendment...................................................... A-38 8.4 Extension; Waiver.............................................. A-39 ARTICLE IX GENERAL PROVISIONS........................................... A-39 9.1 Notices........................................................ A-39 9.2 Interpretation................................................. A-40 9.3 Counterparts................................................... A-40 9.4 Entire Agreement; Assignment................................... A-41 9.5 Severability................................................... A-41 9.6 Other Remedies................................................. A-41 9.7 Governing Law.................................................. A-41 9.8 Rules of Construction.......................................... A-41 9.9 Specific Performance........................................... A-41 9.10 Rel...
Sample 1
Termination of Benefits Plans. The Company shall terminate, effective at least as of the day immediately preceding the Effective Time: (i) any and all group severance, separation or salary continuation plans, programs, or arrangements, and (ii) any and all 401(k) plans, unless Parent provides written notice to the Company at least five (5) days prior to the Effective Time that such 401(k) plan(s) shall not be terminated. Parent shall receive from the Company evidence that the Company's plan(s) and/or program(s) have been terminated pursuant to resolutions of each such entity's Board of Directors (the form and substance of such resolutions shall be subject to review and approval of Parent), effective at least as of the day immediately preceding the Effective Time. In the event that distribution or rollover of assets from the trust of a 401(k) plan which is terminated is reasonably anticipated to trigger liquidation charges, surrender charges, or other fees to be imposed upon the account of any participant or beneficiary of such terminated plan or upon the Company or plan sponsor, then the Company shall take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate in writing to Parent prior to the Effective Time and Parent shall pay any such amounts that would be imposed on the account of any participant or beneficiary directly to the service provider imposing such amounts, if permitted by such service provider, or if payment by Parent is not permitted by such service provider, Parent shall reimburse the participant or beneficiary directly for such amounts.
Sample 1
Termination of Benefits Plans. The Company and its Subsidiaries shall, prior to the Closing, terminate or cancel such benefit plans, policies or arrangements, and any benefit or payroll supplier Contracts, as APC may request and are set forth on Schedule 4.13, and provide evidence of such termination or cancellation acceptable to APC.
Sample 1
Termination of Benefits Plans. The Company shall have terminated and cancelled, and shall have caused each of its Subsidiaries to terminate and cancel, the benefit plans, policies or arrangements, and benefit and payroll supplier Contracts contemplated by Section 4.13 (Termination of Benefit Plans) and have provided evidence of such termination or cancellation acceptable to APC.
Sample 1
Termination of Benefits Plans. Schedule 8.3(j) lists all Company Benefit Plans, with full and complete copies of all such plans being attached thereto and with the material provisions of each such plan being set forth in such Schedule. The Company, effective immediately prior to the date of Stage 1 of the Contemplated Transaction, shall by all necessary and appropriate action terminate all Company Benefit Plans (relating to the Company and/or its subsidiaries), except the Company's vacation and health plans, which shall be terminated as soon as coverage begins under Buyer's vacation and health plans, and shall terminate all administrative agreements, trust agreements, contracts and/or policies associated with all Company Benefit Plans, and shall commence all administrative actions as are necessary properly and legally to terminate such Company Benefit Plans, as demonstrated by documents or other evidence reasonably satisfactory to Buyer and Parent.
Sample 1
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Related to Termination of Benefits Plans

  • Termination of Benefit Plans Effective as of the day immediately preceding the Closing Date, the Company shall terminate all Company Employee Plans that are “employee benefit plans” subject to ERISA including any Company Employee Plans intended to include a Code Section 401(k) arrangement (unless Buyer provides written notice to the Company no later than three Business Days prior to the Closing Date that such 401(k) plans shall not be terminated). Unless Buyer provides such written notice to the Company, no later than three Business Days prior to the Closing Date, the Company shall provide Buyer with evidence that such Company Employee Plan(s) have been terminated (effective no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Company Board. The form and substance of such resolutions shall be subject to review and approval of Buyer. The Company also shall take such other actions in furtherance of terminating such Company Employee Plan(s) as Buyer may reasonably require. In the event that termination of the Company’s 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees then the Company shall take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate in writing to Buyer no later than ten Business Days prior to the Closing Date.

  • Termination of Benefits Except as provided in Section 2 above or as may be required by law, Executive’s participation in all employee benefit (pension and welfare) and compensation plans of the Company shall cease as of the Termination Date. Nothing contained herein shall limit or otherwise impair Executive’s right to receive pension or similar benefit payments that are vested as of the Termination Date under any applicable tax-qualified pension or other plans, pursuant to the terms of the applicable plan.

  • Termination of 401(k) Plan The Company agrees to terminate its 401(k) plan immediately prior to the Closing, unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain such plan by providing the Company with notice of such election at least five days before the Effective Time.

  • Limitation of Benefits (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Executive (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment") would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Payment shall be reduced to the extent necessary to avoid the imposition of the Excise Tax. The Executive may select the Payments to be limited or reduced.

  • Continuation of Benefits Following the termination of Executive’s employment hereunder, the Executive shall have the right to continue in the Company’s group health insurance plan or other Company benefit program as may be required by COBRA or any other federal or state law or regulation.

  • Payment of Benefits Any amounts due under this Agreement shall be paid in one (1) lump sum payment as soon as administratively practicable following the later of: (i) Xx. Xxxxxx'x Termination Date, or (ii) upon Xx. Xxxxxx'x tender of an effective Waiver and Release to the Company in the form of Exhibit A attached hereto and the expiration of any applicable revocation period for such waiver. In the event of a dispute with respect to liability or amount of any benefit due hereunder, an effective Waiver and Release shall be tendered at the time of final resolution of any such dispute when payment is tendered by the Company.

  • Distribution of Benefits Payment to Executive shall occur within thirty (30) days of the effective date of Executive's vesting in his Deferred Bonus Account. For purposes of determining the distributable amount, the Deferred Bonus Account shall be valued through the day prior to the day on which the Deferred Bonus Account is distributed, less any claim, debt, reimbursement, recoupment, or offset the Company may have against Executive.

  • Nonduplication of Benefits Notwithstanding any provision in this Agreement or in any other Employer benefit plan or compensatory arrangement to the contrary, but at all times subject to Section 7.4, (a) any payments due under Section 7.1, Section 7.2 or Section 7.3 shall be made not more than once, if at all, (b) payments may be due under Section 7.1, Section 7.2 or Section 7.3, but under no circumstances shall payments be made under all of or any combination of Section 7.1, Section 7.2 and Section 7.3, (c) no payments made under Sections 7.1, 7.2 and 7.3 this Agreement shall be considered compensation for purposes of any benefit plan or compensatory arrangement of Employer, and (d) Executive shall not be entitled to severance benefits from Employer other than as contemplated under this Agreement, unless such other severance benefits offset and reduce the benefits due under this Agreement on a dollar-for-dollar basis, but not below zero.

  • Termination of Plans Promptly and in any event within two Business Days after receipt thereof by the Borrower or any member of the Controlled Group from the PBGC, copies of each notice received by the Borrower or any such member of the Controlled Group of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan;

  • Termination and Termination Benefits Notwithstanding the provisions of Section 3, the Executive's employment under this Agreement shall terminate under the following circumstances set forth in this Section 6.

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