Termination of Certain Employee Plans. Parent shall have received the evidence of the termination of any Company Employee Plans contemplated by Section 6.10.
Termination of Certain Employee Plans. Acquiror shall have received the evidence of the termination of any Company Employee Plans contemplated by Section 7.6(c).
Termination of Certain Employee Plans. The Contributors shall have taken all actions necessary and appropriate to terminate any and all Employee Plans.
Termination of Certain Employee Plans. Effective no later than the date immediately preceding the date on which the Effective Time occurs, but subject to the occurrence of the Closing, the Company and its Subsidiaries, 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 notice to the Company at least ten (10) 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 date on which the Effective Time occurs, but subject to the occurrence of the Closing) 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 Parent (such review to be timely and not unreasonably withheld).
Termination of Certain Employee Plans. On or prior to the Closing Date, the Company shall terminate, or cause its Subsidiaries to terminate, all Employee Plans that are not Relizon Plans; provided, however, Acquiror shall give full credit to the Affected Employees under Acquiror’s employee benefit plans for prior service with the Company, any of its Subsidiaries or Relizon for purposes of eligibility and vesting and for the determination of the level of benefits under Acquiror’s severance, vacation, sick or other paid time off plans and programs.
Termination of Certain Employee Plans. Effective no later than the day immediately preceding the Closing Date, the Company and its ERISA Affiliates 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 notice to the Company that any such plan shall not be terminated) (collectively, “Terminating Employee Plans”); provided, however, that Parent shall, or shall cause its Affiliates to, assume all liabilities and account balances of the Company’s flexible spending account plans with respect to Company Employees and their dependents to the extent Parent determines in its sole discretion not to continue such plans. In connection with any such assumption, Parent shall, or shall cause its Affiliates to, deem that the deferral elections made by Company Employees under the Company’s flexible spending account plans to continue in effect under Parent’s (or its Affiliate’s) applicable flexible spending account plan for the remainder of the plan year in which the Effective Time occurs. 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 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. 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 Terminating Employee Plan(s) as Parent may reasonably require.
Termination of Certain Employee Plans. At the Closing, the Company shall terminate all Company Employee Plans (other than the Company Option Plan) and shall ensure that no employee or former employee of the Company has any rights under any of such Plans and that any liabilities of the Company under such Plans (including any such liabilities relating to services performed prior to the Closing) are fully extinguished at no cost to the Company. Company shall take no action from and after the date hereof to deposit into any trust (including any “rabbi trust”) amounts in respect of any employee benefit obligations.
Termination of Certain Employee Plans. (a) Effective no later than the date immediately preceding the Closing Date, but subject to the occurrence of the Closing, the Company and its Subsidiaries, as applicable, shall each terminate any and all group severance, separation or salary continuation plans, programs or arrangements, its retiree welfare benefits plan, and any and all plans intended to 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 Business Day immediately preceding the Closing Date, but subject to the occurrence of the Closing) pursuant to resolutions of the Company Board. The form and substance of such resolutions 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. If, pursuant to this Section 6.2(a), the Company terminates its 401(k) plan, Parent shall take all steps reasonably necessary or appropriate so that, as soon as practicable following the Closing Date, participants in the Company’s 401(k) plan are permitted to (i) take a distribution, or (ii) if then employed by the Company or its Subsidiaries, become eligible to participate in the Parent’s 401(k) plan and roll over benefits from the Company’s 401(k) plan (and shall use commercially reasonable efforts to ensure that such rollover include outstanding loans) to the Parent’s 401(k) plan.
(b) Parent shall use commercially reasonable efforts to, (i) with respect to each Parent Plan that is a medical or health plan, (y) waive (but only to the extent waived under any Company Employee Plan) any exclusions for pre-existing conditions under such Parent Plan that would result in a lack of coverage for any condition for which the applicable Continuing Employee would have been entitled to coverage under the corresponding Company Employee Plan in which such Continuing Employee was an active participant immediately prior to his or her transfer to the Parent Plan and (z) provide each Continuing Employee with credit for any co-payments and deductibles paid by such Cont...
Termination of Certain Employee Plans. Effective no later than the day immediately preceding the Closing Date, the Company and its ERISA Affiliates, as applicable, shall each terminate any and all Company Employee Plans intended to include a Code Section 401(k) arrangement (unless Parent provides written notice to the Company that such 401(k) plans shall not be terminated) (collectively, “Terminating Employee Plans”). 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 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. 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 Terminating Employee Plan(s) as Parent may reasonably require.
Termination of Certain Employee Plans. Effective prior to the Closing, Seller or the Company (as the case may be) shall terminate (solely with respect to Transferred Entity service providers) the Employee Plans set forth in Section 7.11 of the Seller Disclosure Schedule.
