5. On or prior to the Effective Time, HoldCo shall reserve sufficient shares of HoldCo Common Stock to provide for the issuance of HoldCo Common Stock to satisfy HoldCo obligations under the Merger Agreement, including, without limitation, the Registered Stock Plans, the ESPP and the Aarons, Inc. Employees Retirement Plan.
6. The assumption and conversion of Aarons Common Stock and other equity awards and plans set forth in this Article II shall in all events be implemented in a manner satisfying the requirements of Sections 409A, 422 and 424 of the Code and the regulations issued thereunder and the provisions of the applicable plan.
ASSUMPTION OF EMPLOYEE BENEFIT PLANS
1. Subject to and as of the Effective Time, by virtue of the Merger, Aarons transfers, and HoldCo assumes and accepts sponsorship of, the Aarons, Inc. Employees Retirement Plan and the Aarons, Inc. Deferred Compensation Plan (the Employee Benefit Plans), along with any and all agreements, rights, duties, assets and liabilities associated with such Employee Benefit Plans, such that Aarons will no longer sponsor any of the Employee Benefit Plans on and after the Effective Time.
2. From and after the Effective Time, by virtue of the Merger, each share of Aarons Common Stock held under the Aarons, Inc. Employees Retirement Plan shall be assumed by HoldCo in such a manner that it is automatically converted into a share of HoldCo Common Stock.
3. As of and subject to the Effective Time, by virtue of the Merger, Aarons transfers, and HoldCo assumes and accepts, any and all trusts and related trust agreements and other funding vehicles maintained by Aarons in connection with such Employee Benefit Plans.
4. As of and subject to the Effective Time, by virtue of the Merger, Aarons will be a participating employer in the Employee Benefit Plans, and all of Aarons employees, to the extent otherwise eligible pursuant to the terms of the applicable Employee Benefit Plan, shall be eligible to participate or continue to be eligible to participate, as applicable, in such Employee Benefit Plans by taking into account any service such employees were credited previously by Aarons for purposes of such plans.
5. HoldCo and Aarons agree to prepare, execute and deliver any and all amendments to the Employee Benefit Plans and other documents necessary to effectuate HoldCos assumption of sponsorship of such Employee Benefit Plans and the related trusts, trust agreements and funding vehicles and HoldCos and Aarons participation in such Employee Benefit Plans as participating employers for their respective eligible employees.