Common use of Termination of Company Employee Plans Clause in Contracts

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. Excluding any group health, disability and/or life insurance plans, effective no later than Effective as of the day ------------------------------------- immediately preceding the Effective Time, Closing Date the Company and its Affiliates, as applicable, shall each terminate any and all group severance, separation or salary continuation plans, programs or arrangements arrangements, its salary reduction simplified employee pension ("SARSEP"), and ------ any and all plans 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, "Company Employee Plans"). ---------------------- Unless Parent provides such written notice to the Company no later than three (3) Business Days prior to the Effective TimeCompany, 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) Closing Date 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 termination of assets from the trust of the a Company Employee Plan that is terminated or the distribution of assets therefrom is reasonably anticipated to trigger liquidation charges, surrender charges charges, or other fees to be imposed upon the account of any participant or beneficiary of such terminated Company Employee Plan plan or upon the Company or plan sponsor, then the Company shall take all 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 TimeClosing Date.

Termination of Company Employee Plans. Excluding any group health, disability and/or life insurance plans, effective (a) 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 401(k) 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 business days prior to the Effective Time, the Company shall provide Parent with evidence that such Company Employee Plan(s) ), if any, have been terminated (effective as of no later than the day immediately preceding the Effective Time) pursuant to resolutions of the Company's Board ’s board of Directorsdirectors. 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. . (b) In the event that the distribution or rollover of assets from the trust of the Company Employee Plan 401(k) 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 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 Timeas soon as practicable.

Termination of Company Employee Plans. Excluding any group health, disability and/or life insurance plans, effective no later than Effective as of the day immediately preceding the Effective TimeClosing Date (or such other time specified herein or by written notice from Acquirer to the Company no later than five Business Days prior to the Closing Date), the Company and its Affiliatesshall terminate all Company Employee Plans that are “employee benefit plans” within the meaning of ERISA, as applicable, shall each terminate including any and all group severance, separation or salary continuation plans, programs or arrangements and any and all plans Company Employee Plans intended to include a Code Section 401(k) arrangement (unless Parent Acquirer 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) five Business Days prior to the Effective Time, the Closing Date that such 401(k) plan or other Company Employee Plan shall not be terminated). The Company shall provide Parent Acquirer with evidence that such Company Employee Plan(s) and the Company Option Plan have been terminated (effective as no later than (i) immediately prior to the Effective Time, in the case of the Company Option Plan, and (ii) the day immediately preceding the Effective TimeClosing Date, in the case of all other Company Employee Plans) pursuant to resolutions of the Company's Company Board of DirectorsDirectors or any applicable committee thereof. The form and substance of such resolutions shall be subject to prior review and approval of Parentby Acquirer. The Company also shall take such other actions in furtherance of terminating such Company Employee Plan(s) as Parent Acquirer may reasonably require. In the event that the distribution or rollover of assets from the trust termination of the Company Employee Company’s 401(k) Plan that is terminated is would reasonably be 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 TimeAcquirer.

Termination of Company Employee Plans. Excluding Except to the extent otherwise specified in Section 5.10 with respect to any group health, disability and/or life insurance plansCompany Employee Plan, 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 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, "Company Employee Plans"). Unless Parent provides such written notice to the Company no later than three (3) Business Days business days prior to the Effective Time, the Company shall provide Parent with evidence that such Company Employee Plan(s) ), if any, have been terminated (effective as of no later than the day immediately preceding the Effective Time) pursuant to resolutions of the Company's Board ’s board of Directorsdirectors. 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 401(k) 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 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 fifteen (515) days prior to the Effective Time.