Company Group Benefit Plan means each Benefit Plan that is established, sponsored or maintained by any Group Company or with respect to which any Group Company is a party or has any Liability, other than any Multiemployer Plan and other than any plan, policy, program or arrangement which is maintained by a Governmental Entity to which any Group Company contributes pursuant to applicable Law. “Company Group Employee” means any employee of any Group Company. “Company Material Adverse Effect” means any event, change, development, occurrence, result or effect (each an “Effect” and collectively, “Effects”) that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or results of operations of the Business, taken as a whole, or (ii) would reasonably be expected to prevent, materially impair or materially delay (or has so prevented or materially impaired or materially delayed) the ability of the Seller Parties to consummate the Transaction or perform their obligations under this Agreement or the other Transaction Documents on the terms set forth herein or therein; provided, however, that solely with respect to clause (i), no such Effect resulting from any of the following will be deemed, either alone or in combination, to constitute or contribute to, or will be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect: (a) changes in the general conditions in the industries in which the Business operates or where the products or services of the Business are sold; (b) the conditions or trends of financial, debt, capital, credit or securities markets (including interest rates or exchange rates); (c) any condition or change generally affecting the global economy, financial markets or political, economic, monetary or regulatory conditions in any geographic region in which the Business operates; (d) any act of civil unrest, outbreaks or escalations of hostilities or war (whether or not declared), military actions or any act of sabotage, cyberattack or terrorism, including an outbreak or escalation of hostilities involving the United States or any other country
Company Group Benefit Plan means any “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and each other employee benefit or compensation plan, program, policy or agreement that is sponsored or maintained by any member of the Company Group for the benefit of any Current Employee or Former Employee, or any current or former officer, director, independent contractor of the Company Group, including any medical, retirement, life insurance, long-term disability, dental, bonus, severance, change-in-control, retention, incentive, equity or equity-based, post-retirement, deferred compensation, employment, consulting or other benefit plan, program, policy or agreement, or under which any Company Group may have liability, contingent or otherwise, including on account of any ERISA Affiliate; provided, however, that Company Group Benefit Plans do not include any benefit plan or program that is required to be maintained pursuant to applicable Law.
Company Group Benefit Plan or “Company Group Benefit Plans” has the meaning given in Section 5.15(e) below.
Examples of Company Group Benefit Plan in a sentence
Section 3.11(a)(ii) of the Seller Disclosure Schedules sets forth a complete and accurate list, as of the date of this Agreement, of each material Company Group Benefit Plan.
More Definitions of Company Group Benefit Plan
Company Group Benefit Plan means each Benefit Plan that is established, sponsored or maintained by any Group Company or with respect to which any Group Company has any liability, in any case, for the benefit of any current or former Business Employee, other than any Multiemployer Plan and other than a plan, policy, program or arrangement which is maintained by a Governmental Entity to which any Group Company contributes pursuant to applicable Law.
Company Group Benefit Plan has the meaning specified in Section 4.13(a).
Company Group Benefit Plan means (i) each “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and any rules or regulations promulgated thereunder (“ERISA”), and (ii) any equity ownership, equity purchase, equity option, phantom equity, equity or other equity-based compensation, severance, employment, mandatory profit sharing, consulting, retention, change-in-control, transaction bonus, prescription, fringe benefit, bonus, incentive, deferred compensation, employee loan, profit-sharing, health and welfare, disability or sick leave benefits, leave, post-employment or retirement and all other benefit or compensation plans, agreements, programs, policies, Contracts or other arrangements, whether or not subject to ERISA, in each case whether or not written (x) which are contributed to, required to be contributed to, sponsored by, administered by, maintained by or entered into by Covalto or any of its Subsidiaries for the current or future benefit of any Company Group Service Provider or (y) under or with respect to which Covalto or any of its Subsidiaries has any direct or indirect liability or obligation, contingent or otherwise, in any case, excluding any statutory plan, program or arrangement that is both required under applicable Laws and maintained by a Governmental Authority.
Company Group Benefit Plan has the meaning set forth in Section 4(o)(i) below.