definiens: ( within the meaning of Section 5000(b)(1 ) of the Code ) to ( A ) waive any pre - existing condition exclusions or waiting periods for each Continuing Employee ( to the extent that such exclusions or waitingperiods did not apply to such Continuing Employee and his or her eligible dependents under a comparable Company Plan)and ( B ) for the plan year in which participation in any Parent Plan first occurs, if immediately prior thereto such ContinuingEmployee ( or his or her eligible dependents ) was participating in a comparable plan of the Company or its Plan Affiliates, credit such Continuing Employee ( and his or her eligible dependents ) for any deductibles and out - of - pocket expenses paid, ifany, during the Company or Plan Affiliate plan year in effect at the time participation in the Parent Plan commences but onlyfor the remainder of the applicable Parent Plan year ( to the extent that such credit was given under the comparable plan ofthe Company or its Plan Affiliates immediately prior to initial participation in the Parent Plan ) in satisfying any applicabledeductible or out - of - pocket requirements under any Parent Plan in which such Continuing Employee may be eligible toparticipate after the Effective Time for the same plan year