Termination of Certain Company Plans. At the request of Parent and prior to the Acceptance Time, the Company will take all necessary corporate actions to approve and effect the termination of any and all Company Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code effective immediately preceding the Acceptance Time (provided that such termination shall not cause the Continuing Employees to fail to be covered by a qualified cash or deferred arrangement under Section 401(k) of the Code). Following the Effective Time, Parent shall use commercially reasonable efforts to cause the Company to continue in effect the Company’s Nonqualified Deferred Compensation Plan, 409A Nonqualified Deferred Compensation Plan, Director Fee Deferral Program under the Amended and Restated 1996 Stock Incentive Plan, provided that, Parent may elect to cause the Company to terminate participant’s ability to make future contributions under such plans. At the request of Parent and prior to the Acceptance Time, the Company shall take all necessary corporate action to approve and effect the termination of any substantially similar deferred compensation arrangements within the meaning of Section 409A of the Code effective immediately preceding the Acceptance Time, and the payment of all amounts deferred under such plans (including payment in respect of any stock units granted under the Amended and Restated 1996 Stock Incentive Plan) as soon as practicable following the Effective Time and in any event within 12 months of the Acceptance Time. The Company will provide Parent with evidence that any such plans terminated pursuant to this Section 5.15 have been so terminated pursuant to resolutions duly adopted by the Company Board or other duly-designated authority.
Termination of Certain Company Plans. 61 5.16. Financing..................................................... 61 5.17. Tax Matters................................................... 61
Termination of Certain Company Plans. The Company and all Company Subsidiaries agree to terminate any and all group severance, separation or salary continuation plans, programs or arrangements (other than (i) the individual retirement agreements, as amended, between the Company and Xxxxxx X. Xxxxxx and the Company and Xxxx Xxxxxx (the amendments to which are executed as of even date herewith, (ii) the individual change of control agreements between the Company and Xxxxxxx X. Xxxx, the Company and Xxxxxx X. Xxxxxx, and the Company and L. Xxxxxxx Xxxx, and (iii) the plan established by the Board of Directors of the Company for certain key employees as described in Section 2.15(a) of the Company Disclosure Letter), no later than the business day prior to the Effective Date unless Parent provides written notice to Company that any such plans, programs or arrangements shall not be terminated. Furthermore, the Company and all Company Subsidiaries agree to take corporate action to terminate any and all plans intended to include a Code Section 401(k) arrangement no later than the business day prior to the day the Company becomes a member of the Parent's controlled group of corporations, as defined in Section 1563(a) of the Code (the "Controlled Group Date") unless Parent provides written notice to Company that any such 401(k) plans shall not be terminated. The Company acknowledges that the Controlled Group Date may be prior to the Effective Time and that it is the Company's sole responsibility to ensure that corporate action is taken to terminate any and all 401(k) plans at least one business day prior to the Controlled Group Date. Unless Parent provides written notice to the Company instructing the Company not to terminate its group severance, separation or salary continuation plans, programs or arrangements and/or 401(k) plans, the Company shall provide Parent with evidence that such plans, programs or arrangements have been terminated pursuant to resolutions of the Company's Board of Directors. The form and substance of such resolutions shall be subject to review and prior approval of Parent. The Company also shall take such other actions in furtherance of terminating such plans, programs or arrangements as Parent may reasonably require.
Termination of Certain Company Plans. 51 4 TABLE OF CONTENTS (continued)
Termination of Certain Company Plans. Effective as of the day immediately preceding the Effective Time, Company and its Affiliates, as applicable, shall each terminate any and all group severance, separation or salary continuation plans, programs or arrangements and any and all plans intended to include a Code Section 401(k) arrangement (unless Parent provides written -51- 57 notice to Company that such 401(k) plans shall not be terminated). Unless Parent provides such written notice to Company, no later than three business days prior to the Effective Time, Company shall provide Parent with evidence that such plans, programs or arrangements have been terminated (effective as of the day immediately preceding the Effective Time) pursuant to resolutions of Company's Board of Directors. The form and substance of such resolutions shall be subject to review and approval of Parent. Company also shall take such other actions in furtherance of terminating such plans, programs or arrangements as Parent may reasonably require.
Termination of Certain Company Plans. 46 7.17. Termination of Parent Tax Agreement....................... 46 7.18. Board Seat................................................ 46 7.19.
Termination of Certain Company Plans. (a) The Company shall terminate, effective immediately preceding the Closing Date (the "Plan Termination Date"), any and all 401(k) plans sponsored by the Company (collectively, the "Terminated Company Plans") unless Buyer provides notice to the Company that such Terminated Company Plans shall not be terminated. Buyer shall receive from the Company evidence that the Terminated Company Plans have been terminated pursuant to resolutions of the Company's Board of Directors (the form and substance of such resolutions shall be subject to review and approval of Buyer), effective as of the Plan Termination Date.
(b) The Company agrees to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary to consummate and make effective such conversion of Company Options as set forth in Section 2.4(a).
Termination of Certain Company Plans. The Company shall have terminated, effective the Plan Termination Date the Terminated Company Plans unless Buyer provided notice to the Company that such Terminated Company Plans shall not be terminated. Buyer shall receive from the Company evidence that the Terminated Company Plans have been terminated pursuant Section 7.17 herein.
Termination of Certain Company Plans. The Sellers covenant and agree that, on or before the Closing Date, they shall cause the Company to terminate the various Stock Redemption Agreements among the Company and the Sellers and all agreements or plans by which the Company has agreed to distribute ownership, stock appreciation, phantom stock or similar rights in the Company to employees, independent contractors or others, including without limitation the Deferred Compensation Plan dated as of December 30, 1990, without making any payments or incurring any Liability.
Termination of Certain Company Plans. The Company shall terminate, effective as of the day immediately prior to the Merger Closing, any Company Plan that constitutes a 401(k) plan or a group health plan, in either case, if requested by Parent in writing at least five (5) Business Days prior to the Merger Closing. If so requested by Parent to terminate any such Company Plan pursuant to this Section 7.16 that requires approval of the Company’s board of directors in order to be terminated, the Company shall deliver to Parent, prior to the Merger Closing Date, evidence that the Company’s board of directors has validly adopted resolutions to terminate such Company Plan (the form and substance of which resolutions shall be subject to advance review and approval of Parent which shall not be unreasonably withheld, conditioned or delayed), effective as of the time specified above.
