Termination of Certain Company Employee Plans. Effective as of no later than the day immediately preceding the Closing Date, each of the Company and any ERISA Affiliate (as such term is defined in Section 2.23 hereof) shall terminate any and all group severance, salary continuation and separation programs (each, a “Severance Plan”) 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 one or more of such Severance Plans and 401(k) Plans shall not be terminated). Unless Parent provides such written notice to the Company, no later than five (5) Business Days prior to the Closing Date, the Company shall provide Parent with evidence that such Severance Plan(s) and 401(k) Plan(s) have been terminated (effective as of the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Directors of the Company or such ERISA Affiliate, as the case may be. The form and substance of such resolutions shall be subject to review and approval of Parent. The Company also shall take such other actions in furtherance of terminating such Severance Plan(s) and 401(k) Plan(s) as Parent may reasonably require. In the event that termination of any 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees (such charges or fees, the “401(k) Fees”) then such 401(k) Fees shall be the responsibility of Parent and the Company shall take such actions as are necessary to reasonably estimate the amount of such 401(k) Fees and provide such estimate in writing to Parent no later than fifteen (15) calendar days prior to the Closing Date. Parent shall be responsible for such 401(k) Fees.
Termination of Certain Company Employee Plans. Effective no later than the date immediately preceding the Closing Date, the Company and its Subsidiaries, as applicable, shall each terminate any and all group severance, separation or salary continuation plans, programs or arrangements except as otherwise provided in Section 5.9(d), qualified plans maintained by the Company or any Subsidiary that include a Code Section 401(k) arrangement (unless Parent provides written notice to the Company at least five (5) business days prior to the Closing Date that such 401(k) plans shall not be terminated) (collectively, “Terminating Employee Plans”). Unless Parent provides such written notice to the Company, the Company shall provide Parent with evidence that such Terminating Employee Plan(s) have been terminated (effective as of the day immediately preceding the Closing Date) pursuant to resolutions of the Company’s Board of Directors or other authorized actions. The form and substance of such resolutions or other actions shall be subject to review and approval of Parent (such review to be timely and not unreasonably withheld). The Company shall take such other actions in furtherance of terminating such Terminating Employee Plan(s) as Parent may reasonably require.
Termination of Certain Company Employee Plans. Effective as of no later than the day immediately preceding the Closing Date, each of the Company, and any ERISA Affiliate shall terminate any and all Company Employee Plans unless Acquiror provides written notice to the Company that such Company Employee Plan shall not be terminated. Company Employee Plans intended to qualify as Code Section 401(k) arrangements shall be frozen for contributions based on service as of the last full payroll period prior to the Closing Date and terminated the day immediately preceding the Closing Date. Unless Acquiror provides such written notice to the Company, the Company shall provide Acquiror, no later than three (3) Business Days prior to the Closing Date, with evidence that each Company Employee Plan has 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 or such ERISA Affiliate, as the case may be. The form and substance of such resolutions shall be subject to review and approval of Acquiror. The Company also shall take such other actions in furtherance of terminating each 401(k) Plan as Acquiror may reasonably require.
Termination of Certain Company Employee Plans. Effective no later than the day immediately preceding the Closing Date, the Company shall terminate if requested by Parent, any Company Employee Plan intended to include a Code Section 401(k) arrangement (each such plan, a “Company 401(k) Plan”). The Company shall provide Parent with evidence that all Company 401(k) Plans have been terminated (effective no later than the day immediately preceding the Closing Date) and shall take such other actions in furtherance of terminating any Company 401(k) Plans as Parent may reasonably require.
Termination of Certain Company Employee Plans. To the extent requested by Parent or Purchaser, in each case, by providing the Company with written notice of such request to terminate at least five (5) Business Days before the Closing, the Company shall take (or cause to be taken) all actions necessary and appropriate to terminate the e-Telequote Insurance 401(k) Plan (the “Company 401(k) Plan”) and each other Company Employee Plan identified by Parent or Purchaser (collectively, the “Terminated Plans”), with such termination of the Company 401(k) Plan to be no later than the day prior to the Closing Date and each termination to be effective as such time as specified by Parent or Purchaser in such notice. The Company shall provide Parent and Purchaser with evidence that each Terminated Plan has been terminated, including all related resolutions and consents (the form and substance of which shall be subject to prior review and approval by Parent and Purchaser, which approval shall not be unreasonably withheld, conditioned or delayed) prior to Closing. If the Company 401(k) Plan is terminated, Parent and Purchaser shall designate a defined contribution retirement plan with a cash or deferred arrangement that is sponsored by Parent, Purchaser or one of its Subsidiaries in which eligible Continuing Employees will be able to participate as soon as reasonably practicable after the Closing Date.
Termination of Certain Company Employee Plans. Unless Parent requests otherwise in writing, the Company shall, effective as of at least one (1) day prior to the Closing Date, terminate any plan that is intended to meet the requirements of Section 401(k) of the Code, and which is sponsored, or contributed to, by the Company or any of its ERISA Affiliates (the “401(k) Plan”) and no further contributions shall be made to the 401(k) Plan. The Company shall provide to Parent (a) executed resolutions of the board of directors of the Company authorizing such termination, and (b) executed amendments to the 401(k) Plan which (i) in Parent’s reasonable judgment are sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder, including such that the tax-qualified status of the 401(k) Plan will be maintained at the time of termination, and (ii) effective prior to termination of the 401(k) Plan provide for the automatic payment of participants’ accounts upon plan termination in the form of a lump-sum.
Termination of Certain Company Employee Plans. Effective as of no later than the day immediately preceding the Closing Date, each of the Company and any ERISA Affiliate shall terminate any and all group severance, salary continuation and separation programs (each, a “Severance Plan”), and 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 one or more of such Severance Plans, and 401(k) 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 Severance Plan(s), and 401(k) Plan(s) have been terminated (effective as of the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Managers of the Company or such ERISA Affiliate, as the case may be. The form and substance of such resolutions shall be subject to the prior review and approval of Parent. The Company also shall take such other actions in furtherance of terminating such Severance Plan(s), and 401(k) Plan(s) as Parent may reasonably require. In the event that termination of any 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees (such charges or fees, the “401(k) Fees”), then the Company shall reasonably estimate the amount of such 401(k) Fees and provide such estimate in writing to Parent no later than 15 days prior to the Closing Date.
Termination of Certain Company Employee Plans. The Company shall take (or cause to be taken) all actions necessary or appropriate to terminate, effective no later than the day immediately preceding the Closing Date: (a) any Company Employee Plan that contains a cash or deferred arrangement intended to qualify under Section 401(a) of the Code (the “401(k) Plans”) and (b) any other Company Employee Plan requested by Parent at least three Business Days prior to the Effective Time, unless Parent, in its sole discretion, provides the Company with written notice of such election (an “Election Notice”) at least three (3) Business Days prior to the Effective Time that such Company Employee Plans shall not be terminated. Unless Parent provides an Election Notice to the Company, the Company shall deliver to Parent, prior to the Effective Time, evidence that the Company’s board of directors has validly adopted resolutions to terminate the 401(k) Plans and other Company Employee Plans (the form and substance of which resolutions shall be subject to review and approval of Parent), effective no later than the date immediately preceding the Effective Time. In the event that the distributions 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 any Company or plan sponsor, then the Company shall take such actions as are necessary to reasonably estimate the amount of such charges or fees and provide such estimate in writing to Parent prior to the Effective Time.
Termination of Certain Company Employee Plans. 62 6.6 Termination/Amendment of Agreements ........................................................................ 62 6.7
Termination of Certain Company Employee Plans. The provisions of this Section 6.5 shall apply solely to the extent request by Parent in writing no later than ten (10) business days prior to the Closing Date. Effective as of no later than the day immediately preceding the Closing Date, and contingent upon the Closing, the Company shall cause the board of directors of each Acquired Company participating in the ADP TotalSource Retirement Savings Plan (the “401(k) Plan”) to adopt resolutions to terminate the Company’s and any Company Subsidiary’s participation in the 401(k) Plan. Prior to the Closing Date, the Company shall provide Parent with evidence satisfactory to Purchaser (including for the avoidance of doubt, confirmation from the plan sponsor of the 401(k) Plan) that the Company’s and each Acquired Company’s participation in the 401(k) Plan has 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 or such Acquired Company, as the case may be. The form and substance of such resolutions shall be subject to prior review and approval by Parent, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that neither the Company nor any Acquired Company is required to effect a spin-off of any assets from the 401(k)
