Termination of Certain Plans. Purchaser shall have received evidence from the Company that it has terminated any plan pursuant to which employees have any right to use bonuses to purchase shares or options of the Company.
Termination of Certain 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, separation or salary continuation plans, programs or arrangements and any 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 such 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 Company Employee Plan(s) have 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, its Subsidiary or such ERISA Affiliate, as the case may be. The form and substance of such resolutions shall be provided or such resolutions shall be subject to review and approval by Parent. The Company also shall take such other actions in furtherance of terminating such Company Employee Plan(s) as Parent may reasonably require. In the event that termination of a 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees, then such charges and/or fees shall the responsibility of the Company, and 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 no later than seven (7) Business Days prior to the Closing Date.
Termination of Certain Plans. If requested by Z-Tel, the ---------------------------- Touch 1 Corporations will adopt appropriate resolutions of its Board of Directors terminating, and will take all other steps necessary to terminate ,the Touch 1 401(k) Plan and any and all other Touch 1 Benefit Plans as Z-Tel may designate, effective immediately prior to the Effective Time.
Termination of Certain Plans. No later than the Effective Time, the Company’s Executive Nonqualified Excess Plan shall be terminated and the Company shall distribute in a single payment and/or transfer in their entirety to the plan participants the account balances and insurance policies described in Section 4.9.8 of the Company Disclosure Schedule. Neither the termination of the Executive Nonqualified Excess Plan nor the distributions made pursuant to the previous sentence will result in any surrender fees, administrative costs or other fees to the Company. In connection with such termination, the Company will obtain from each participant a release of any further obligation in respect of such plan. At and after the Effective Time, the Company shall have no further obligations with regard to such plan.
Termination of Certain Plans. 69 5.11 Insurance...................................................... 69 5.12
Termination of Certain Plans. Immediately prior to the Closing, the Sellers shall pay to participants all sums owing under and terminate and extinguish the Long Term Incentive Plans. All sums owing to participants under the Management Incentive Plans at Closing shall be accrued on the Closing Balance Sheet and paid by Purchaser or its Affiliates.
Termination of Certain Plans. With respect to any frozen or otherwise inactive United States Employee Benefit Plan that is a defined contribution plan under Section 401(k) of the Code ("401(k) Plan"), the Vendor shall authorize each of the Intercon Entities having any such 401(k) Plan to terminate any such 401(k) Plan via board resolution, effective on the day immediately preceding the Effective Date; and a copy of such board resolution terminating any such 401(k) Plan shall be provided to the Purchaser at the Time of Closing.
Termination of Certain Plans. Parent shall have received from the Company evidence that each of the Terminated Company Employee Plans has been terminated pursuant to the resolution of the Company’s Board of Directors (in substantially the form provided to Parent prior to the date hereof) effective as of the date immediately preceding the Closing Date, unless Parent has provided written notice to the Company that any such plan shall not be terminated.
Termination of Certain 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 all 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). The parties hereto acknowledge and agree that Parent has provided notice to Company that the 401k Plans shall not be terminated at Closing. 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 Plans 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) as Parent may reasonably require.
Termination of Certain Plans. Prior to the Closing Date, the Company shall take all actions necessary (including without limitation, the required corporate actions) to terminate, in accordance with all applicable Law, any and all tax qualified defined contribution plans sponsored or maintained by the Company that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, provided that the Acquiror shall use commercially reasonable efforts to offer those employees of the Company who will be employees of the Acquiror (including for greater certainty its direct and indirect subsidiaries) immediately following the Effective Time with the opportunity to participate in a tax-qualified defined contribution plan sponsored by the Acquiror (including, without limitation and subject to applicable Law, the ability of such employee to rollover any account balance and plan loan outstanding as of the Effective Time.
