Acquiror Plan definition

Acquiror Plan has the meaning set forth in Section 7.3(b).

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Acquiror Plan means each Employee Benefit Plan which is maintained, administered or contributed by Acquiror or any ERISA Affiliate and covers any current or former employee, director or other independent contractor of Acquiror or any of its Subsidiaries, or with respect to which Acquiror or any of its Subsidiaries has any liability.

Acquiror Plan has the same meaning as “Benefit Plan, substituting Acquiror for the Company, mutatis mutandis. Each Acquiror Plan has been, in all material respects, established and administered in accordance with its terms and in compliance with applicable Law. No Acquiror Plan is, and neither Acquiror nor any of any entity that is considered a single employer with Acquiror under Section 414 of the Code or 4001 of ERISA sponsors, maintains, participates in or contributes to or is required to contribute to, or has within the past six (6) years sponsored, maintained, participated in or contributed to or been required to contribute to, or otherwise has any liability with respect to, a (i) plan subject to Section 302 or Title IV of ERISA or Section 412 of the Code; (ii) “multiemployer plan” (as defined in Section 3(37)(A) of ERISA), (iii) multiple employer plan as described in Section 413(c) of the Code, or (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA.

Examples of Acquiror Plan in a sentence

• Each Acquiror Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Plan.

• Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations with respect to any Acquiror Plan.

• The Acquiror and the Acquiror Subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and the Acquiror and the Acquiror Subsidiaries have no knowledge of any default or violation by any party to, any Acquiror Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a material adverse effect on the Acquiror and the Acquiror Subsidiaries taken as a whole.

• All contributions, premiums or payments required to be made prior to the Effective Time with respect to any Acquiror Plan will have been made on or before the Effective Time.

• Except for matters disclosed in Section 3.8(f) of the Acquiror Disclosure Schedule, there has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Acquiror Plan.

• The Company Employees shall be given credit, to the extent administratively feasible, for amounts paid under a corresponding Company or any Subsidiary benefit plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Acquiror Plan during the applicable plan year.

• With respect to each Acquiror Plan that is an employee benefit plan (as defined in section 3(3) of ERISA), the requirements of ERISA with respect to such Plan have been satisfied, except to the extent that a failure to satisfy any of such requirements would not have a Material Adverse Effect.

• Section 3.19 of the Acquiror Disclosure Schedule contains a complete list identifying each Acquiror Plan in which the Continuing Employees are expected to participate (the “Continuing Employee Plans”).

• Taking into account the provisions of Section 7.6(b) above, then-current eligible Company Employees shall be eligible to participate in an Acquiror Plan that corresponds to the 401(k) Plan either at 12:01 am on the calendar day immediately following the Closing Date or on the first calendar day of the month following the month of the Effective Time, as determined by Acquiror.

• For purposes of all Acquiror Plans, including severance plans or policies, the Acquiror shall cause each such plan, program or arrangement to treat the prior service of each Covered Employee with the Company or the Company Subsidiaries as service rendered to the Acquiror for purposes of eligibility, vesting and benefit accruals under any Acquiror Plan (but not for purposes of benefit accruals under any defined benefit or defined contribution pension plan).

More Definitions of Acquiror Plan

Acquiror Plan means any Plan sponsored by an Acquiror Party for the benefit of service providers to the Acquiror Parties.

Acquiror Plan has the meaning set forth in Section 5.8(e).

Acquiror Plan means the 10% rolling stock option plan of Acquiror last approved by Acquiror Shareholders on December 20, 2022;

Acquiror Plan has the meaning set forth in Section 7.3(b). “Acquiror Welfare Plans” has the meaning set forth in Section 7.3(c). “Acquisition Proposal” means with respect to the Company, any Contract, offer, proposal or bona fide indication of interest (other than this Agreement or any other offer, proposal or indication of interest by Acquiror), or any public announcement of intention to enter into any such agreement or of (or intention to make) any offer, proposal or bona fide indication of interest, relating to, or involving: (A) any acquisition or purchase from the Company, Seller Guarantor or any Seller, by any Person or Group of any sale of the Company Stock or any other Equity Interests of the Company, or any merger, consolidation, business combination or similar transaction involving the Company; (B) any sale, lease, mortgage, pledge, exchange, transfer, license (other than in the ordinary course of business) or disposition of the assets of the Company in any single transaction or series of related transactions (other than sales of assets in the ordinary course of business); (C) any liquidation or dissolution of the Company, or any extraordinary dividend or distribution, whether of cash or other property; or (D) any other transaction that does or would reasonably be expected to impede or otherwise delay the Stock Purchase. “Action” means any action, suit, litigation, arbitration, mediation, proceeding, prosecution, investigation, hearing, audit, examination or subpoena commenced, brought, conducted or heard by or before any court, arbitrator, mediator or other Governmental Authority or tribunal. “Actual Adjustment” means (i) the Total Stock Purchase Consideration as finally determined pursuant to Section 2.4, minus (ii) the Estimated Total Stock Purchase Consideration. “Adjustment Escrow Amount” means $300,000. “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the first Person, including a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary or another Subsidiary of a Person of which the first Person is also a Subsidiary; “control” (including the term

Acquiror Plan means Acquiror’s 2007 Equity Incentive Plan, as may hereinafter be amended.

Acquiror Plan means any employee benefit plan, agreement, program, policy or arrangement maintained by the Acquiror or any of its Affiliates.