Termination of Company Plans. Effective no later than the day immediately preceding the Closing Date but contingent upon the Closing, the Company shall terminate any and all Company Plans intended to include a Code Section 401(k) arrangement (collectively, the "Terminated Company Plans"). The Company shall provide Parent with evidence that such Terminated Company Plan(s) have been terminated (effective no later than the day immediately preceding the Closing Date) in accordance with each such Terminated Company Plan’s respective terms. The Company also shall take such other actions in furtherance of terminating such Terminated Company Plan(s) as Parent may reasonably require.
Termination of Company Plans. If Parent requests in writing at least thirty (30) days prior to the Closing Date, the Company shall terminate, effective not later than the day immediately preceding the Closing Date, any and all Company Plans and shall provide Parent with evidence that such Company Plans have been terminated pursuant to resolution of the Company Board (the form and substance of which shall be subject to the review of and approval by Parent).
Termination of Company Plans. The Company shall have terminated each of the Company Plans on terms reasonably satisfactory to Parent, shall have provided evidence reasonably satisfactory to Parent to ensure that no employee or former employee of the Company has any right under any such Company Plans and that all liabilities of the Company under any such Company Plans (including any liabilities relating to services performed prior to the Closing) are fully extinguished at no cost, and with no liability, to the Company, Parent or any Parent Subsidiary.
Termination of Company Plans. The Company shall terminate any and all Company Stock Plans, group severance, separation, deferred compensation or salary continuation plans, programs or arrangements maintained by the Company or any of its ERISA Affiliates and other Company Employee Plans that are set forth Section 6.9(g)(i) of the Company Disclosure Schedule, in each case effective as of the day immediately preceding the last day of the initial period of the Offer, except as otherwise described in Section 6.9(g)(ii) of the Company Disclosure Schedule. For the avoidance of any doubt, the termination of all group severance, separation and salary continuation plans, programs or arrangements pursuant to the preceding sentence shall be effected without any payment (or giving rights to any payment) thereunder. The Company shall provide Parent evidence that such plans have been terminated pursuant to resolutions of the Company Board or the board of directors of its Subsidiaries, as applicable (the form and substance of which resolutions shall be subject to review and approval of Parent).
Termination of Company Plans. The Company shall, in addition to the Equity Plans and the ESPP, terminate any and all Employee Plans maintained by the Acquired Corporations or any of their ERISA Affiliates that are set forth in Schedule 6.5 of the Company Disclosure Schedule, in each case effective as of the day immediately preceding the Effective Time. The Company shall provide Purchaser evidence that such plans have been terminated pursuant to resolutions of the Company Board or the board of directors of its Subsidiaries, as applicable (the form and substance of which resolutions shall be subject to review and approval of Parent).
Termination of Company Plans. If requested by Acquiror, the Company shall, immediately prior to the Closing Date, terminate any one or more of the Plans and shall provide to Acquiror a copy of the resolutions of the Board of Directors of the Company and any plan amendments effecting such termination.
Termination of Company Plans. The Company shall take any and all actions required (including, without limitation, the adoption of resolutions by the Company Board of Directors, which shall be subject to approval by Parent) to terminate the ESPP, Company Stock Plans, and to amend, suspend or terminate any other Company Plan Parent so requests (which request shall be made not less than ten (10) Business Days prior to the Effective Time), in each case effective immediately prior to the Effective Time to the extent such actions are permitted by Law (including any required prior notice obligations).
Termination of Company Plans. Effective as of the day immediately preceding the Closing Date, the Company shall adopt resolutions by the Board to terminate all Company Employee Plans that are “employee benefit plans” within the meaning of ERISA, including any Company Employee Plans intended to include a Code Section 401(k) arrangement, any Company Employee Plans that are “level funded,” and any Company Employee Plans under Section 125 of the Code, (unless Acquirer provides written notice to the Company no later than three Business Days prior to the Closing Date that such plans shall not be terminated) and any other Company Employee Plans requested by Acquirer to be terminated. The Company shall provide Acquirer with evidence that such Company Employee Plan(s), including the Company Option Plan have 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 Acquirer. The Company shall also take such other actions in furtherance of terminating such Company Employee Plan(s) as Acquirer may reasonably require. In the event that termination of any of the Company Employee Plans 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 Plans. Effective as of no later than the day immediately preceding the Closing Date, Company shall terminate any and all Company Employee Plans intended to include a Code Section 401(k) cash or deferred arrangement (each, a “401(k) Plan”) (unless Parent provides written notice to Company that such 401(k) plans shall not be terminated). Unless Parent provides such written notice to Company, no later than five (5) business days prior to the Closing Date, Company shall provide Parent with evidence that such Company Employee Plan(s) have been terminated (effective as of the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Directors of the Company. The form and substance of such resolutions shall be subject to review and approval of Parent. Company also shall take such other actions in furtherance of terminating any Company Employee Plan or Employee Agreement 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 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 fifteen (15) calendar days prior to the Closing Date.
Termination of Company Plans. At the Closing, the Company shall terminate, or cause to be terminated, each of its Company Plans other than any Company Plans that Parent requests not to be terminated and shall use its commercially reasonable efforts to ensure that no employee or former employee of the Company has any rights under any of the Company Plans and that any liabilities of the Company under any of the Company Plans (including any such liabilities relating to services performed prior to the Closing) are fully extinguished at no cost to the Company, Parent or any Parent Subsidiary. CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement and the Related Agreements are subject to the satisfaction or written waiver by Parent, at or prior to the Closing, of each of the following conditions:
