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. 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. 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. 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 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.

  • Cessation of Benefits An employee shall cease to be eligible for benefits of this Plan at the earliest of the following dates: (a) at the end of the month in which the employee reaches his/her sixty-fifth (65th) birthday; (b) on the date of commencement of paid absence prior to retirement; (c) on the date of termination of employment with the Employer. Benefits will not be paid when an employee is serving a prison sentence. Cessation of active employment as a regular employee shall be considered termination of employment except when an employee is on authorized leave of absence with or without pay.

  • Retention of Benefits Union leave under the following four (4) sections will be unpaid. The Employer will maintain regular pay and xxxx the Union for the costs of the employee’s salary and benefits. If the Union member is part-time or casual, and the leave is greater than their normal work hours, the Employer will pay the employee for the full length of the leave requested by the Union. The Employer will xxxx the Union for these days as noted above. The Union will pay these invoices within twenty-eight (28) days. Union leave is not unpaid leave for the purposes of Article 22.02 [i.e. such leave will not affect the employee’s benefits, seniority or increment anniversary date].

  • Effective Date of Benefit Termination Medical, dental and life coverage termination will take effect on the first of the month following the loss of eligible employee or dependent status. Disability benefit coverage terminations will take effect on the day following loss of eligible employee status.

  • Duration of Benefits Eligibility for Income Protection benefits will cease upon the earliest of the following dates: 1.09.01 the date the member is no longer disabled from performing the duties of their regular position, or any alternative employment made available to the member by the City. 1.09.02 the date the member's Income Protection benefits have been expended. 1.09.03 the date the member dies.

  • Termination of 401(k) Plan At Parent’s written request, delivered no later than fifteen (15) days prior to the Closing, the Company shall terminate the Furmanite Corporation 401(k) Savings and Investment Plan (the “Company 401(k) Plan”) effective immediately prior to the Closing Date and contingent upon the occurrence of the Closing, and upon such termination, shall cease all further contributions to the Company 401(k) Plan for pay periods beginning on and after the Closing Date and, to the extent the Company 401(k) Plan provides for loans to participants, and upon such termination, shall cease making any such additional loans effective immediately prior to the Closing Date. If Parent does not instruct the Company to terminate the Company 401(k) Plan, nothing herein shall be deemed to prevent the Surviving Corporation or Parent from terminating the Company 401(k) Plan following the Closing in accordance with applicable Law. In the event that Parent instructs the Company to terminate the Company 401(k) Plan, (a) prior to the Closing Date and thereafter (as applicable), the Company and Parent shall take any and all action as may be required, including amendments to the Company 401(k) Plan and/or the corresponding 401(k) plan sponsored or maintained by Parent or one of its Subsidiaries (the “Parent 401(k) Plan”) to comply with applicable Law, (b) subject to the receipt of a favorable IRS determination letter with respect to the termination of the Company 401(k) Plan, to permit each employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including, for the avoidance of doubt the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”) to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in cash or notes (in the case of loans) in an amount equal to the eligible rollover distribution portion of the account balance distributable to such Continuing Employee from the Company 401(k) Plan to the corresponding Parent 401(k) Plan, and (c) upon any termination of the Company 401(k) Plan in accordance with this Section 6.03, the Continuing Employees shall be eligible to participate, effective as of the Effective Time, in the Parent 401(k) Plan.

  • 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 or any of its direct and/or indirect subsidiaries to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 18) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payments to Employee, a calculation shall be made comparing (i) the net after-tax benefit to Employee of the Payments after payment by Employee of the Excise Tax, to (ii) the net after-tax benefit to Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the change of control, as determined by the Determination Firm (as defined in Section 18(b) below). For purposes of this Section 18, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 18, the “Parachute Value” of a Payment means the present value as of the date of the change of control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (b) All determinations required to be made under this Section 18, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be used in arriving at such determinations, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and Employee (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and Employee. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 18 (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

  • Continuation of Benefits (i) For a period of three years following the Termination of Employment (the “Benefit Continuation Period”), the Employee shall be treated as if Employee had continued to be an executive for all purposes under the Company’s health insurance plan and dental insurance plan; or if the Employee is prohibited from participating in such plans, the Company shall otherwise provide such benefits. Employee shall be responsible for any employee contributions for such insurance coverage. Following the Benefit Continuation Period, Employee shall be entitled to receive continuation coverage under Part 6 of Title I of ERISA (“COBRA Benefits”) by treating the end of this period as the applicable qualifying event (i.e., as a termination of employment) for purposes of ERISA Section 603(2)) and with the concurrent loss of coverage occurring on the same date, to the extent allowed by applicable law. (ii) For the Benefit Continuation Period, the Company shall maintain in force, at its expense, the Employee’s life insurance in effect under the Company’s voluntary life insurance benefit plan as of the Change-in-Control Date or as of the date of Termination of Employment, whichever coverage limits are greater. For purposes of clarification, the portion of the premiums in respect of such voluntary life insurance for which Employee and the Company are responsible, respectively, shall be the same as the portion for which the Company and Employee are responsible, respectively, immediately prior to the date of Termination of Employment or the Change-in-Control Date, as applicable. (iii) For the Benefit Continuation Period, the Company shall provide short-term and long-term disability insurance benefits to Employee equivalent to the coverage that the Employee would have had Employee remained employed under the disability insurance plans applicable to Employee on the date of Termination of Employment, or, at the Employee’s election, the plans applicable to Employee as of the Change-in-Control Date. Should Employee become disabled during such period, Employee shall be entitled to receive such benefits, and for such duration, as the applicable plan provides. For purposes of clarification, the portion of the premiums in respect of such short-term and long-term disability benefits for which Employee and the Company are responsible, respectively, shall be the same as the portion for which Employee and the Company are responsible, respectively, immediately prior to the date of Termination of Employment or the Change-in-Control Date, as applicable. (iv) Notwithstanding anything in this Agreement to the contrary, in no event shall the provision of in-kind benefits pursuant to this Section 3 during any taxable year of Employee affect the provision of in-kind benefits pursuant to this Section 3 in any other taxable year of Employee.

  • Payment of Benefits All or part of the contract benefits may be paid under one or more of the following: - a variable payment plan; - a fixed payment plan; or - in cash. The provisions and rate for variable and fixed payment plans are described in Section 11. Contract benefits may not be placed under a payment plan unless the plan would provide to each beneficiary a monthly income the initial amount of which is at least the minimum payment amount shown on page 4. A Withdrawal Charge will be deducted from contract benefits before their payment under certain conditions described in Section 7.3.

  • Suspension of benefits 1. The complaining Party may, at any time thereafter, communicate in writing to the Party complained against its intention to suspend the application of benefits in 30 days upon reception of such communication,if: (a) the disputing Parties are unable to agree on a compensation within 30 days after the period for establishing such compensation has begun, or the Party complained against has failed to observe the terms of the agreed compensation within 30 days following such agreement; (b) the Panel under the Article 187 (Examination of the Implementation) finds that the Party complained against fails to bring the measure found to be inconsistent with this Agreement into compliance with the recommendations of the Panel within the period of time established; or (c) the Party complained against expresses in writing that it will not implement the recommendations. 2. The complaining Party may initiate the suspension of benefits within 30 days following the latest date between the date of the communication pursuant to paragraph 1 of this Article and the date when the Panel issued its report pursuant to Article 190 (Examination of Benefit Suspension Level). 3. The level of benefits to be suspended shall have an equivalent effect to the benefits not being received. 4. In considering what benefits to suspend pursuant to paragraph 1: (a) the complaining Party should first seek to suspend benefits in the same sector or sectors affected by the measure; and (b) if the complaining Party considers that it is not practicable or effective to suspend benefits in the same sector or sectors, it may suspend benefits in other sectors. The communication in which it announces such a decision shall indicate the reasons on which it is based.

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