Common use of Change in Control Payments Clause in Contracts

Change in Control Payments. Except as set forth on Section 2.11(d) or Section 2.23 of the Company Disclosure Schedule, the Company has no plans, programs or agreements to which they are parties, or to which they are subject, pursuant to which payments may be required or acceleration of benefits may be required upon a change of control of the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Renaissance Worldwide Inc), Agreement and Plan of Merger (Registry Inc), Agreement and Plan of Merger (Registry Inc)

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Change in Control Payments. Except as set forth on Section 2.11(d) or Section 2.23 2.24 of the Company Disclosure Schedule, neither the Company has no nor any of its subsidiaries have any plans, programs or agreements to which they are parties, or to which they are subject, pursuant to which payments (or acceleration of benefits) may be required upon, or acceleration of benefits may be required upon become payable directly or indirectly as a result of, a change of control of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (KKR Associates), Agreement and Plan of Merger (Live Entertainment Inc)

Change in Control Payments. Except as set forth on in Section 2.11(d) or Section 2.23 2.26 of the Company Disclosure Schedule, neither the Company has no nor any of its subsidiaries have any plans, programs or agreements to which they are parties, or to which they are subject, pursuant to which payments may be required or acceleration of benefits may be required upon a change of control of the Company.. Section 2.27

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Medical Response Inc), Agreement and Plan of Merger (New Stat Healthcare Inc)

Change in Control Payments. Except as set forth on in Section 2.11(d) -------------------------- 3.13 or Section 2.23 3.23 of the Company Disclosure Schedule, neither the Company has no nor any of its Subsidiaries have any plans, programs or agreements to which they are parties, or to which they are subject, pursuant to which payments (or acceleration of benefits) may be required upon, or acceleration of benefits may be required upon become payable directly or indirectly as a result of, a change of control of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp)

Change in Control Payments. Except as set forth on Section 2.11(d) or Section 2.23 of the Company Disclosure ScheduleSchedule 3.16, the Company has no plans, programs programs, commitments, arrangements or agreements Contracts to which they are partiesit is a party, or to which they are it is subject, pursuant to which payments may be required or acceleration of benefits may be required upon a change of control of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Smartalk Teleservices Inc)

Change in Control Payments. Except as set forth on in Section 2.11(d) 3.13 or Section 2.23 3.23 of the Company Disclosure Schedule, neither the Company has no nor any of its Subsidiaries have any plans, programs or agreements to which they are parties, or to which they are subject, pursuant to which payments (or acceleration of benefits) may be required upon, or acceleration of benefits may be required upon become payable directly or indirectly as a result of, a change of control of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Data General Corp)

Change in Control Payments. Except as set forth on Section 2.11(d) or Section 2.23 2.25 of the Company Disclosure Schedule, the Company has no does not have any plans, programs or agreements to which they are partiesit is a party, or to which they are it is subject, pursuant to which payments may be required or acceleration of benefits may be required upon a change of control of the Company.. SECTION 2.26

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netvantage Inc)

Change in Control Payments. Except as set forth on Section 2.11(d) or Section 2.23 2.20 of the Company Disclosure Schedule, the Company has no does not have any plans, programs or agreements to which they are partiesit is a party, or to which they are it is subject, pursuant to which payments (or acceleration of benefits) may be required upon, or acceleration of benefits may be required upon become payable directly or indirectly as a result of, a change of control of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (HMSR Inc)

Change in Control Payments. Except as set forth on Section 2.11(d) or Section 2.23 of the Company Disclosure ScheduleSchedule 3.16, the Company has no plans, programs programs, commitments or agreements arrangements or Contracts to which they are partiesit is a party, or to which they are it is subject, pursuant to which payments may be required or required, acceleration of benefits may be required or modification or termination may occur upon a change of control of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Smartalk Teleservices Inc)

Change in Control Payments. Except as set forth on in Section 2.11(d) or Section 2.23 3.22 of the Company Disclosure ScheduleDisclosure, the Company has no plans, programs or agreements to which they are partiesit is a party, or to which they are it is subject, pursuant to which payments may be required or acceleration of benefits may be required upon a change of control of the Company.

Appears in 1 contract

Samples: Share Exchange Agreement (Zefer Corp)

Change in Control Payments. Except as set forth on Section 2.11(d) or Section 2.23 of the Company Disclosure Schedule, the Company has no does not have any plans, programs or agreements to which they are partiesit is a party, or to which they are it is subject, pursuant to which payments may be required or acceleration of benefits may be required upon a change of control of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cytotherapeutics Inc/De)

Change in Control Payments. Except as set forth on in Section 2.11(d) or Section 2.23 4.31 of -------------------------- the Company Target Disclosure Schedule, the Company has no does not have any plans, programs or agreements to which they are partiesit is a party, or to which they are it is subject, pursuant to which payments (whether in cash or property or the vesting of property) may be required upon, or acceleration of benefits may be required upon become payable directly or indirectly as a result of, a change of control of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cybersource Corp)

Change in Control Payments. Except as set forth on Section 2.11(d) or Section 2.23 2.22 of the Company Disclosure Schedule, neither the Company has no nor any of its subsidiaries have any plans, programs or agreements to which they are parties, or to which they are subject, pursuant to which payments may be required or acceleration of benefits may be required upon a change of control of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oxford Automotive Inc)

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Change in Control Payments. Except as set forth on Section 2.11(d) or Section 2.23 of the Company Disclosure ScheduleSchedule 4.20, the Company has no plans, programs programs, commitments, arrangements or agreements Contracts to which they are partiesit is a party, or to which they are it is subject, pursuant to which payments may be required or acceleration of benefits may be required upon a change of control of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (Smartalk Teleservices Inc)

Change in Control Payments. Except as set forth on Section 2.11(d) or Section 2.23 of the Company Disclosure Schedule, neither the Company has no nor any of its Subsidiaries have any plans, programs or agreements to which they are parties, or to which they are subject, pursuant to which payments (or acceleration of benefits) may be required upon, or acceleration of benefits may be required upon become payable directly or indirectly as a result of, a change of control of the CompanyCompany or any of its Subsidiaries. The representations and warranties in this Section 2.23 are made only to the actual knowledge of the Company with respect to CCC and its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (White River Corp)

Change in Control Payments. Except as set forth on in -------------------------- Section 2.11(d) or Section 2.23 2.22 of the Company Disclosure Schedule, neither the Company has no nor any of its subsidiaries have any plans, programs or agreements to which they are parties, or to which they are subject, pursuant to which payments may be required or acceleration of benefits may be required upon a change of control of the CompanyCompany (as, for example, the acceleration of stock options upon the Merger).

Appears in 1 contract

Samples: Agreement and Plan of Merger (State Street Boston Corp)

Change in Control Payments. Except as set forth on in Section 2.11(d) or Section 2.23 2.26 of the Company Disclosure Schedule, neither the Company has no nor any of its subsidiaries have any plans, programs or agreements to which they are parties, or to which they are subject, pursuant to which payments may be required or acceleration of benefits may be required upon a change of control of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (New Stat Healthcare Inc)

Change in Control Payments. Except as set 24 forth on Section 2.11(d) or Section 2.23 2.22 of the Company Disclosure Schedule, neither the Company has no nor any of its subsidiaries have any plans, programs or agreements to which they are parties, or to which they are subject, pursuant to which payments may be required or acceleration of benefits may be required upon a change of control of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BMG North America LTD)

Change in Control Payments. Except as set forth on Section 2.11(d) or Section 2.23 of Schedule -------------------------- -------- 4.17, neither the Company Disclosure Schedule, the Company nor any of its subsidiaries has no plans, programs programs, ---- commitments, arrangements or agreements Contracts to which they are partiesit is a party, or to which they are it is subject, pursuant to which payments may be required or acceleration of benefits may be required upon a change of control of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (Smartalk Teleservices Inc)

Change in Control Payments. Except as set forth on in Section 2.11(d) or Section 2.23 2.19 of the Company Disclosure Schedule, neither the Company has no nor any of its subsidiaries have any plans, programs or agreements to which they are parties, or to which they are subject, pursuant to which payments (whether in cash or property or the vesting of property) may be required upon, or acceleration of benefits may be required upon become payable directly or indirectly as a result of, a change of control of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (E Tek Dynamics Inc)

Change in Control Payments. Except as set forth indicated on Section 2.11(d) or Section 2.23 2.22 of the Company Disclosure Schedule, the Company has no does not have any plans, programs or agreements to which they are parties, or to which they are subject, pursuant to which payments may be required or acceleration of benefits may be required upon a change of control of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oak Technology Inc)

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