Termination of KSOP Sample Clauses

Termination of KSOP. Unless Heartland directs AIM otherwise in writing, no later than five Business Days prior to the Closing Date, the Board of Directors of AIM will adopt resolutions, effective immediately prior to the Effective Date, (i) permanently discontinuing contributions to and terminating the KSOP and (ii) amending the KSOP, to the extent necessary, to comply with all applicable Laws. Such resolutions will provide that, as soon as administratively feasible following the Closing, but subject to any applicable regulatory requirements and receipt of any necessary regulatory approvals, the Surviving Corporation will direct the KSOP to distribute each participant’s vested account balance in a single cash lump sum, including vested accounts already in pay status. AIM will also take such other actions in furtherance of the termination of the KSOP as Heartland may reasonably require.
Sample 1
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Termination of KSOP. No later than two days before the Closing Date, the Company shall provide Guaranty with a copy of a resolution or plan amendment evidencing that the KSOP will be terminated effective as of no later than the day immediately preceding the Closing Date; provided, however, that the effectiveness of such termination may be conditioned on the consummation of the Merger. Prior to the Closing Date, the Company shall submit IRS Form 5310 to the Internal Revenue Service seeking a determination (“Determination Letter”) with respect to the KSOP and its termination. The form and substance of such resolution or plan amendment terminating the KSOP and the Form 5310 to be submitted to the Internal Revenue Service shall be subject to the review and reasonable and timely approval by Guaranty. The Company also may take such other actions in furtherance of terminating the KSOP as it determines to be reasonably appropriate; provided, however, that the effectiveness of any such actions may be conditioned on the consummation of the Merger. On the Closing Date, Guaranty shall succeed the Company as sponsor and administrator of the KSOP for purposes of overseeing the winding up and termination of the KSOP. Until such time as Guaranty receives the Determination Letter from the Internal Revenue Service with respect to the KSOP, Guaranty shall cause KSOP assets (including assets resulting from the receipt of the KSOP Cash Consideration pursuant to the Merger) to be maintained in the KSOP and invested in accordance with KSOP participant directions of investment of their KSOP accounts. Prior to the receipt of the Determination Letter, Guaranty shall designate a tax-qualified defined contribution plan of Guaranty or one of its Affiliates (such plan, the “Guaranty 401(k) Plan”) that either: (i) provides for the receipt from the Company employees of “eligible rollover distributions” excluding Guaranty Common Stock and the consideration received in connection with exchange of the KSOP Shares or similar assets (as such term is defined under Section 402 of the Code), including loans; or (ii) is amended to provide for the receipt from the Company employees of such eligible rollover distributions, including loans. Subject to Applicable Law, each Company employee who is a participant in the KSOP shall be eligible to commence participation in the Guaranty 401(k) Plan as of the Closing Date and, upon receipt of the Determination Letter from the Internal Revenue Service, shall be given the opportu...
Sample 1
Termination of KSOP. Unless Heartland directs FBLB otherwise in writing, no later than five Business Days prior to the Closing Date, the Board of Directors of FBLB will adopt resolutions, effective immediately prior to the Effective Date, (a) permanently discontinuing contributions to and terminating the KSOP, (b) converting the KSOP into a profit sharing plan, and (c) amending the KSOP, to the extent necessary, to comply with all applicable Laws. Such resolutions will provide that, as soon as administratively feasible following the Closing, but subject to any applicable regulatory requirements and receipt of any necessary regulatory approvals, the Surviving Corporation will direct the KSOP to distribute each participant’s vested account balance in a single lump sum, including vested accounts already in pay status. FBLB will also take such other actions in furtherance of the termination of the KSOP as Heartland may reasonably require.
Sample 1

Related to Termination of KSOP

  • Termination of 401(k) Plan The Company agrees to terminate its 401(k) plan immediately prior to the Closing, unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain such plan by providing the Company with notice of such election at least five days before the Effective Time.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Termination of Company Upon the completion of the liquidation of the Company and the distribution of all Company assets, the Company's affairs shall terminate and the Liquidator shall cause to be executed and filed an appropriate certificate, if required, to such effect in the proper governmental office or offices, as well as any and all other documents required to effectuate the termination of the Company.

  • Effect of Termination of Service Except as otherwise provided in accordance with Section 4(b) above, if you cease to be a Service Provider, you will forfeit all unvested Units.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Termination of Plan The Sponsor may terminate the Plan and the Trust with respect to all Employers by executing and delivering to the Committee and the Trustee, a notice of termination, specifying the date of termination.

  • TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION (a) The Term of Employment may be terminated by the Company at any time:

  • Termination of Benefits Except as provided in Section 2 above or as may be required by law, Executive’s participation in all employee benefit (pension and welfare) and compensation plans of the Company shall cease as of the Termination Date. Nothing contained herein shall limit or otherwise impair Executive’s right to receive pension or similar benefit payments that are vested as of the Termination Date under any applicable tax-qualified pension or other plans, pursuant to the terms of the applicable plan.

  • Termination of Fund At any time following the first anniversary of the Closing Date, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) that had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the payment of any Merger Consideration that may be payable upon surrender of any Certificates held by such holders, as determined pursuant to this Agreement, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by applicable Law, the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

  • Termination on Death or Disability Upon a termination of employment due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Executive (or, if applicable, his estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) shall be entitled to receive:

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