definiens: within the meaning of Section 401(a)(31 ) of the Code ( including promissor y notes evidencing outstanding participant loans ), in the form of cash ( and in - kind in the case of participan t loan notes ), in an amount equal to the full accou nt balance distributed to such Company Employee from the Compa ny 401(k ) Plan . The Company and Parent shall cooperate to take any and all commercially reasonab le actions needed to permit each Company Employee w ith an outstanding loan balance under the Company 401(k ) Plan as of the Closing Date to continue to make scheduled loan payments to the Company 401(k ) Plan after the Closing, pending the distribution and in- kind rollover of the notes evidencing such loans from th e Company 401(k ) Plan to the Parent 401(k ) Plan so as to prevent, to the extent reasonably possible, a deeme d distribution or loan offset with respect to such outstanding loans