Termination of Company Employee Plans. Excluding any group health, disability and/or life insurance plans, effective no later than the day immediately preceding the Effective Time, the 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 notice to the Company that such plans shall not be terminated) (collectively, "Company Employee Plans"). Unless Parent provides such written notice to the Company no later than three (3) Business Days prior to the Effective Time, the Company shall provide Parent with evidence that such Company Employee Plan(s) have been terminated (effective as of the day immediately preceding the Effective Time) pursuant to resolutions of the Company's Board of Directors. The form and substance of such resolutions shall be subject to prior review and approval of 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 the distribution or rollover of assets from the trust of the Company Employee Plan that is terminated is reasonably anticipated to trigger liquidation charges, surrender charges or other fees to be imposed upon the account of any participant or beneficiary of such terminated Company Employee Plan or upon the Company or plan sponsor, then 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 at least five (5) days prior to the Effective Time.
Termination of Company Employee Plans. The Company shall have provided Parent with evidence, reasonably satisfactory to Parent, as to the termination of the benefit plans referred to in Section 6.8. 7.15
Termination of Company Employee Plans. Effective as of the day immediately preceding the Closing Date and contingent upon the Closing, the Company shall terminate all Company Employee Plans sponsored solely for the benefit of employees located in the United States. that are “employee benefit plans” within the meaning of ERISA, including any Company Employee Plans intended to include a Section 401(k) arrangement (unless Acquirer provides written notice to the Company no later than three Business Days prior to the Closing Date that such 401(k) Plans shall not be terminated). The Company shall provide Acquirer with evidence that such Company Employee Plan(s) and, Company Option Plan have been terminated (effective no later than the day immediately preceding the Closing Date). The form and substance of such terminations shall be subject to review and approval by Acquirer (such approval not to be unreasonably withheld, conditioned, or delayed). In the event that termination of the Company’s 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees then 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 Acquirer.
Termination of Company Employee Plans. The Company shall have terminated or cancelled the Terminated Benefit Plans (if any) effective as of the date therein.
Termination of Company Employee Plans. 35 5.11 Company ADSs................................................... 35 5.12
Termination of Company Employee Plans. Effective as of no later than the day immediately preceding the Initial Offer Closing, the Company or any of its Subsidiaries shall (i) freeze participant participation and terminate all Company-sponsored or cosponsored Company Employee Plans intended to include a Code Section 401(k) arrangement (each, a "401(k) Plan") and/or (ii) freeze participant participation and terminate Company participation in any and all multiple employer 401(k) Plans, as such term is defined in Code Section 413(c), intended to include a Code Section 401(k) arrangement. The Company shall provide the Buyer with evidence that such 401(k) Plans have been frozen and terminated and that Company participation in such multiple employer 401(k) Plans has been terminated, as the case may be, (effective as of no later than the day immediately preceding the Initial Offer Closing) pursuant to resolutions of the Board of Directors of the Company and any such Subsidiary, as the case may be. The form and substance of such resolutions shall be subject to review and approval of Buyer.
Termination of Company Employee Plans. All Company Employee Plans shall have been terminated (other than any such plans which Acquirer provided written notice to Company not to terminate).
Termination of Company Employee Plans. Parent shall have ------------------------------------- received from the Company evidence that the Company's 401(k) plan and any other Company Employee Plans required to be terminated pursuant to Section 5.14 hereof ------------ have been terminated pursuant to resolution of the Company's Board of Directors (the form and substance of which shall have been subject to review and approval of Parent), effective as of the day immediately preceding the Closing Date.
Termination of Company Employee Plans. 39 5.17 Satisfaction of Conditions Precedent...............................................................39 5.18 Issuance of Additional Options.....................................................................39 5.19 Audited Financial Statements.......................................................................39 - vi - 4 ARTICLE VI CONDITIONS TO THE MERGER..............................................................................40 6.1 Conditions to Obligations of Each Party to Effect the Merger.......................................40 6.2 Additional Conditions to Obligations of Company....................................................40 6.3 Additional Conditions to the Obligations of Parent and Merger Sub..................................41
Termination of Company Employee Plans. The Company agrees (i) to cause its 401(k) plan to terminate effective as of the day immediately preceding the Closing Date and (ii) to cause all of its other Company Employee Plans to terminate as soon as practicable following the Closing.
