Termination of Company 401(k) Plan. The Company agrees to adopt resolutions to terminate its 401(k) plan immediately prior to Closing, unless the Parent, in its sole and absolute discretion, provides written notice to the Company that such 401(k) plan shall not be terminated before the Effective Time. Unless the Parent provides such notice to the Company, the Parent shall receive from the Company evidence that the Company’s Board of Directors has adopted resolutions to terminate the 401(k) plan (the form and substance of which resolutions shall be subject to review and approval of the Parent), effective as of the day immediately preceding the Closing Date but contingent on the Closing.
Termination of Company 401(k) Plan. (a) Contingent upon the Closing Date, the Company shall take all necessary actions to terminate the Company 401(k) Plan, with such termination effective as of no later than the date immediately preceding the Closing Date. The Company shall provide Parent with a copy of any resolutions or other corporate action (the form and substance of which shall be subject to review and approval by Parent,, such approval not to be unreasonably withheld, conditioned or delayed) evidencing that the Company 401(k) Plan will be terminated effective as of no later than the date immediately preceding the Closing Date, contingent upon the Closing Date, and will adopt any necessary amendments to the Company 401(k) Plan to effect such termination
Termination of Company 401(k) Plan. (1) If requested by Parent in writing, at least five (5) Business Days prior to the Effective Time, the Company shall have adopted resolutions of its board of directors to terminate the Company’s 401(k) & Profit Sharing Plan (the “Company 401(k) Plan”) effective immediately prior to the Effective Time and to fully vest all participants in such Company 401(k) Plan. Before adopting such resolutions, the Company shall provide a draft of such resolutions to Parent for an opportunity to comment thereon, which Parent shall not unreasonably delay.
Termination of Company 401(k) Plan. The Company shall adopt resolutions to terminate the Blue Nile 401(k) Retirement Savings Plan & Trust (the "Company 401(k) Plan") effective as of the date immediately preceding the Closing Date, but contingent on the occurrence of the Closing. The form and substance of such resolutions and shall be subject to the prior review and written approval of Purchaser, which approval shall not be unreasonably withheld, conditioned or delayed.
Termination of Company 401(k) Plan. Prior to the Closing Date, the Company and the Sellers will take all actions and to do all things necessary, proper or advisable to freeze and terminate the Company 401(k) Plan, with the actual effective date of such freezing and termination of the plan to be effective no later than immediately prior to the Closing, and will have contributed to the trust funding the Company 401(k) Plan sufficient cash to satisfy all benefits payable under the Company 401(k) Plan as a result of such termination. Following the Closing, Buyer shall cause the Buyer’s or one of its Affiliate’s 401(k) or other defined contribution retirement plan that is, or is intended to be, qualified within the meaning of Section 401(a) of the Code to accept as rollovers any distributions made to participants under the Company 401(k) Plan that satisfy the requirements of an eligible rollover distribution as defined under the Code and the terms of such 401(k) or other defined contribution retirement plan.
Termination of Company 401(k) Plan. If requested by Parent in writing at least five (5) Business Days prior to the Closing Date, the Company shall take (or cause to be taken) all actions necessary or appropriate to terminate, effective no later than the day prior to the Closing Date, any Company Benefit Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code (a “Company 401(k) Plan”). If the Company is required to terminate any Company 401(k) Plan, then the Company shall provide to Parent prior to the Closing Date written evidence of the adoption by the Company Board of resolutions authorizing the termination of such Company 401(k) Plan (the form and substance of which shall be subject to the prior review and comment of Parent, which comments shall be considered in good faith), effective no later than the day prior to the Effective Time. The Company shall also consider in good faith taking such other actions in furtherance of terminating such Company 401(k) Plan as Parent may reasonably request.
Termination of Company 401(k) Plan. Effective no later than the day immediately prior to the Closing Date, but contingent on the occurrence of the Closing, the Company shall, and shall cause each other applicable member of the Company Group to, pass board resolutions to effect the termination of the Balboa Water Group, LLC 401(k) Plan (the “Company 401(k) Plan”) and deliver copies of such resolutions to Parent. Each Company Group Employee that is a participant in the Company 401(k) Plan shall be permitted to participate, effective as of the Effective Time, in a tax qualified plan which includes a cash or deferred arrangement intended to satisfy the provisions of Section 401(k) of the Code that is sponsored by Parent or an Affiliate thereof (the “Parent 401(k) Plan”). Parent shall, or shall cause an Affiliate to, take all actions necessary so that the Parent 401(k) Plan will accept rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) from the Company 401(k) Plan (including rollover of any outstanding 401(k) loan balances).
Termination of Company 401(k) Plan. The Company’s Board of Directors shall have authorized and directed the termination of the Company 401(k) Plan.
Termination of Company 401(k) Plan. Prior to the Closing Date, the Company and the Sellers will take all actions and to do all things necessary, proper or advisable to freeze and terminate the Company 401(k) Plan, with the actual effective date of such freeze and termination of the Company 401(k) Plan to be effective no later than immediately prior to the Closing. As a result of such freeze and termination of the Company 401(k) Plan, no compensation payable after the Closing will result in any employee or employer contribution to the Company 401(k) Plan. Following the Closing, Affected Employees who were eligible to participate in the Company 401(k) Plan shall be eligible to participate in a defined contribution plan that is intended to be qualified under Section 401(a) of the Code and that contains a feature as described in Section 401(k) of the Code, and the Buyer shall cause such qualified defined contribution plan to accept as rollovers any distributions made to Affected Employees who participate in the Company 401(k) Plan, including distributions of loans, that qualify as eligible rollover distributions as described in the Code. Any such rollovers, with the exceptions of loans, shall be made to such qualified defined contribution plan of the Buyer in cash.
Termination of Company 401(k) Plan. Company shall take all actions necessary to terminate, effective no later than the day prior to the Effective Time but contingent on the occurrence of the Closing, the Company 401(k) Plan. As soon as administratively feasible after the Closing Date, the Company Continuing Employees shall be eligible to participate in the Parent 401(k) Plan on the same terms and conditions applicable to employees of Parent or any of its subsidiaries. In addition, Parent shall take all such reasonable actions, to the extent allowable by Law, to distribute the benefits of participants and beneficiaries in liquidation of the Company 401(k) Plan. Further, Parent shall use its best efforts, to the extent allowable by Law, to permit a Company Continuing Employee with an outstanding loan under the Company 401(k) Plan, to rollover such outstanding loan balance to the Parent 401(k) Plan, provided, however, that the Company Continuing Employee may transfer such loan only if such loan is not in default and such Company Continuing Employee elects to rollover his/her entire account balance under the Company 401(k) Plan to the Parent 401(k) Plan.
