Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in connection with any other event, contingent or otherwise) or any termination of employment or service in connection therewith will (i) result in any payment (including severance, golden parachute, bonus or otherwise) becoming due to any Employee, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by the Company or any ERISA Affiliate or (iv) result in the acceleration of the time of payment or vesting of any such benefits (including with regard to Company Options), except as required under Section 411(d)(3) of the Code.
Appears in 3 contracts
Sources: Merger Agreement (Scopus Video Networks Ltd.), Merger Agreement (Harmonic Inc), Merger Agreement (Scopus Video Networks Ltd.)
Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in connection with any other event, contingent additional or otherwisesubsequent events) or any termination of employment or service in connection therewith will (i) result in any payment (including severance, golden parachute, bonus or otherwise) ), becoming due to any Employee, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by the Company or any ERISA Affiliate Subsidiary or (iv) result in the acceleration of the time of payment or vesting of any such benefits (including with regard to Company Options), except as required under Section 411(d)(3) of the Code.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Salesforce Com Inc)
Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in connection with any other event, contingent or otherwise) or any termination of employment or service in connection therewith will (i) result in any payment (including severance, golden parachute, bonus or otherwise) ), becoming due to any Employee, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by the Company or any ERISA Affiliate or (iv) result in the acceleration of the time of payment or vesting of any such benefits (including with regard to Company Options), except as required under Section 411(d)(3) of the Code.
Appears in 2 contracts
Sources: Merger Agreement (Secure Computing Corp), Merger Agreement (McAfee, Inc.)
Effect of Transaction. Neither Except as set forth in Section 2.16(i) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in connection with any other event, contingent or otherwise) or any termination of employment or service in connection therewith will (i) result in any payment (including severance, golden parachute, bonus or otherwise) ), becoming due to any Employee, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by the Company or any ERISA Affiliate Subsidiary or (iv) result in the acceleration of the time of payment or vesting of any such benefits (including with regard to Company Options), ) except as required under Section 411(d)(3) of the Code.
Appears in 2 contracts
Sources: Merger Agreement (Storage Technology Corp), Merger Agreement (Sun Microsystems, Inc.)
Effect of Transaction. Neither Except as set forth in Section 2.17(d)(iv) of the Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in connection with any other event, contingent or otherwise) or any termination of employment or service in connection therewith will (i) result in any payment (including severance, golden parachute, bonus or otherwise) ), becoming due to any Transferred Employee, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by the Company or to any ERISA Affiliate Transferred Employee or (iv) result in the acceleration of the time of payment or vesting of any such benefits (including with regard to Company Options), except as required under Section 411(d)(3) of the Code.
Appears in 1 contract
Effect of Transaction. Neither Except as set forth in Section 2.22(j) of the Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in connection with any other event, contingent or otherwise) or any termination of employment or service in connection therewith will (i) result in any payment (including severance, golden parachute, bonus or otherwise) becoming due to any Employee, (ii) result in any forgiveness of indebtednessIndebtedness of any Employee, (iii) materially increase any benefits otherwise payable by the Company or any ERISA Affiliate or (iv) result in the acceleration of the time of payment or vesting of any such benefits (including with regard to Company Options), except as required under Section 411(d)(3) of the Code.
Appears in 1 contract
Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in connection with any other event, contingent additional or otherwisesubsequent events) or any termination of employment or service in connection therewith will (i) result in any payment (including severance, golden parachute, bonus or otherwise) ), becoming due to any EmployeeEmployee except as provided by this Agreement, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by the Company or any ERISA Affiliate Subsidiary or (iv) result in the acceleration of the time of payment or vesting of any such benefits (including with regard to Company Options), except as required under Section 411(d)(3) of the Code.
Appears in 1 contract
Sources: Merger Agreement (Acxiom Corp)
Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in connection with upon the occurrence of any other event, contingent additional or otherwisesubsequent events) or any termination of employment or service in connection therewith will shall (i) result in any payment or benefit (including severance, golden parachute, bonus or otherwise) becoming due to any EmployeeEmployee of the Company, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by the Company or Company, (iii) result in any ERISA Affiliate forgiveness of Indebtedness with respect to any Employee or (iv) result in the obligation to fund benefits or result in the acceleration of the time of payment or vesting of any such benefits (including with regard to Company Options)benefits, except as required under Section 411(d)(3) of the Code.
Appears in 1 contract
Sources: Merger Agreement (Cardlytics, Inc.)
Effect of Transaction. Neither Except as contemplated by this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in connection with upon the occurrence of any other event, contingent additional or otherwisesubsequent events) or any termination of employment or service in connection therewith will (i) result in any payment (including severance, golden parachute, bonus or otherwise) becoming due to any Employee, (ii) result in any forgiveness of indebtedness, (iii) materially * Confidential treatment requested. increase any benefits otherwise payable by the Company or any ERISA Affiliate or (iv) result in the acceleration of the time of payment or vesting of any such benefits (including with regard to Company Options), except as required under Section 411(d)(3) of the Code.
Appears in 1 contract
Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in connection with any other event, contingent or otherwise) or any termination of employment or service in connection therewith will (i) result in any payment (including severance, golden parachute, bonus or otherwise) ), becoming due to any Employee, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by the Company or any ERISA Affiliate or of its Subsidiaries, (iv) result in the acceleration of the time of payment or vesting of any such benefits (including with regard to Company Options)benefits, except as required under Section 411(d)(3) of the Code, or (v) result in any increase in or obligations to fund benefits with respect to any Employee.
Appears in 1 contract
Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in connection with any other event, contingent or otherwise) or any termination of employment or service in connection therewith will (i) result in any payment (including severance, golden parachute, bonus or otherwise) ), becoming due to any Employee, (ii) result in any forgiveness of indebtednessIndebtedness, (iii) materially increase any benefits otherwise payable by the Company or any ERISA Affiliate or (iv) result in the acceleration of the time of payment or vesting of any such benefits (including with regard to Company Options), except as required under Section 411(d)(3) of the CodeCode or other applicable law.
Appears in 1 contract
Sources: Merger Agreement (Answers CORP)
Effect of Transaction. Neither Except as disclosed in Section 2.23(h) of the Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in connection with any other event, contingent or otherwise) or any termination of employment or service in connection therewith will (i) result in any payment (including severance, golden parachute, bonus or otherwise) ), becoming due to any Employee, (ii) result in any forgiveness of indebtednessindebtedness of an Employee, (iii) materially increase any benefits otherwise payable by the Company or any ERISA Affiliate Subsidiary to an Employee or (iv) result in the acceleration of the time of payment or vesting of any such benefits (including with regard to Company Options), an Employee except as required under Section 411(d)(3) of the Code.
Appears in 1 contract
Sources: Merger Agreement (Autodesk Inc)
Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in connection with any other event, contingent or otherwise) or including any termination of employment or service in connection therewith service) will (i) result in any payment (including severance, golden parachute, bonus or otherwise) ), becoming due to any EmployeeEmployee (an “Employee Payment”), (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by the Company or any ERISA Affiliate of its Subsidiaries or (iv) result in the acceleration of the time of payment or vesting of any such benefits (including with regard to Company Options), except as required under Section 411(d)(3) of the Code.
Appears in 1 contract
Effect of Transaction. Neither Except as set forth in Section 2.22(j) of the Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in connection with any other event, contingent or otherwise) or any termination of employment or service in connection therewith will (i) result in any payment (including severance, golden parachute, bonus or otherwise) ), becoming due to any Employee, (ii) result in any forgiveness of indebtednessIndebtedness, (iii) materially increase any benefits otherwise payable by the Company or any ERISA Affiliate or (iv) result in the obligations to fund, or the acceleration of the time of payment or vesting of of, any such benefits (including with regard to Company Options)benefits, except as required under Section 411(d)(3) of the Code.
Appears in 1 contract