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
(b) Parent shall use commercially reasonable efforts to: (i) provide to Continuing Employees who were eligible to participate in the Company 401(k) Plan immediately prior to the Closing Date benefits under the Parent 401(k) Plan, subject to and in accordance with its terms, and (ii) allow Continuing Employees to make eligible rollover contributions to the Parent 401(k) Plan of their Company 401(k) Plan account balances (in cash and in loan notes evidencing loans to such Continuing Employees as of the date of distribution) from the Company 401(k) Plan, in each case as soon as practicable following the Closing Date.
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. 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. (1) If requested in writing by Parent at least ten (10) business days prior to the Effective Time, the Company shall adopt resolutions of its board of directors to terminate the Company’s 401(k) Savings Plan (the “Company 401(k) Plan”) effective immediately prior to, and conditioned upon the occurrence of, 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.
(2) Prior to the termination of the Company 401(k) Plan, the Company or its Subsidiaries shall make contributions to the Company 401(k) Plan with respect to the plan year commencing January 1, 2017 (and if applicable any subsequent plan year commencing prior to the Effective Time) and ending on the date of the Company 401(k) Plan termination in accordance with the terms of the Company 401(k)
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. 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. The Company shall, or shall cause each of the Cavalier Entities, to (i) terminate the Company 401(k) Plan effective immediately prior to the Closing Date and make all contributions required for periods through such termination date, (ii) cease all further contributions to the Company 401(k) Plan with respect to pay periods beginning on and after the Closing Date (other than as required to repay loans thereunder), and (iii) cease making any additional loans to participants under the Company 401(k) Plan effective as of the termination of such Company 401(k)
Termination of Company 401(k) Plan. The Company shall have delivered to Raven evidence satisfactory to Raven that the Company 401(k) Plan has been terminated pursuant to resolutions of the Company's Board of Directors (the form and substance of which shall have been subject to review and approval of Raven), effective as of immediately prior to the Effective Time.
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.
Termination of Company 401(k) Plan. Effective as of the day immediately preceding the Closing Date, the Sellers shall cause the Company to adopt resolutions by the Board to terminate the Company 401(k) Plan. The Sellers shall provide Purchaser with evidence that the Company 401(k) Plan has been terminated (effective no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board or any applicable committee thereof. The form and substance of such resolutions shall be subject to review and approval of Purchaser. The Sellers shall cause the Company to also take such other actions in furtherance of terminating the Company 401(k) Plan as Purchaser may reasonably require. As soon as practicable following the Closing, the assets of the Company’s 401(k) Plan shall be distributed to the participants, and Purchaser shall permit the Continuing Employees who are then actively employed to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, inclusive of loans to participants), in the form of cash (or, in the case of loans, notes), to an “eligible retirement plan” (within the meaning of Section 401(a)(31) of the Code) of Purchaser in an amount equal to the eligible rollover distribution portion of the account balance distributed to such Continuing Employee from the Company 401(k) Plan. With respect to matching contribution that will be made pursuant to this Section 6.4 and constitute Company Debt, an equivalent amount shall be funded as matching contribution payments by Purchaser.
