Common use of Compensation Plans Clause in Contracts

Compensation Plans. During the period from the date of this Agreement and continuing until the Effective Time, LSC agrees as to itself and its subsidiaries that, it shall not, without the prior written consent of HBOA (a) enter into, adopt, or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment, severance, or other employee benefit plan, agreement, trust, plan, fund or other arrangement between LSC and one or more of its officers, directors, or employees, in each case so as to materially increase the benefits thereunder (collectively, "Compensation Plans"), (b) grant or become obligated to grant any increase in the compensation or fringe benefits of directors, officers, or employees (including any such increase pursuant to any Compensation Plan) or any increase in the compensation payable or to become payable to any officer, except, with respect to employees other than officers, for increases in compensation in the ordinary course of business consistent with past practice, or enter into any contract, commitment, or arrangement to do any of the foregoing, except for normal increases and non-stock benefit changes in the ordinary course of business consistent with past practice, (c) institute any new employee benefit, welfare program, or Compensation Plan, (d) make any change in any Compensation Plan or other employee welfare or benefit arrangement or enter into any employment or similar agreement or arrangement with any employee, or (e) enter into or renew any contract, agreement, commitment, or arrangement providing for the payment to any director, officer, or employee of LSC of compensation or benefits contingent, or the terms of which are materially altered in favor of such individual, upon the occurrence of any of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Hboa Holdings Inc), Merger Agreement (Hboa Holdings Inc)

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Compensation Plans. During the period from the date of this Agreement and continuing until the Effective Time, LSC agrees ICEWEB and DSSC agree as to itself and its their subsidiaries that, it they shall not, without the prior written consent of HBOA the other party (a) enter into, adopt, or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment, severance, or other employee benefit plan, agreement, trust, plan, fund or other arrangement between LSC the Company and one or more of its officers, directors, or employees, in each case so as to materially increase the benefits thereunder (collectively, "Compensation Plans"), (b) grant or become obligated to grant any increase in the compensation or fringe benefits of directors, officers, or employees (including any such increase pursuant to any Compensation Plan) or any increase in the compensation payable or to become payable to any officer, except, with respect to employees other than officers, for increases in compensation in the ordinary course of business consistent with past practice, or enter into any contract, commitment, or arrangement to do any of the foregoing, except for normal increases and non-stock benefit changes in the ordinary course of business consistent with past practice, (c) institute any new employee benefit, welfare program, or Compensation Plan, (d) make any change in any Compensation Plan or other employee welfare or benefit arrangement or enter into any employment or similar agreement or arrangement with any employee, or (e) enter into or renew any contract, agreement, commitment, or arrangement providing for the payment to any director, officer, or employee of LSC DSSC or ICEWEB of compensation or benefits contingent, or the terms of which are materially altered in favor of such individual, upon the occurrence of any of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Auction Anything Com Inc)

Compensation Plans. During the period from the date of this Agreement and continuing until the Effective Time, LSC Applied Optronics agrees as to itself and its subsidiaries that, that it shall will not, without the prior written consent of HBOA ESC (except as required by applicable law or pursuant to existing contractual arrangements or solely to the extent necessary to make compensation increases in the ordinary course of business consistent with past practices or make available existing benefit arrangements to new or promoted employees in the ordinary course of business in accordance with past practice): (a) enter into, adopt, adopt or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment, severance, severance or other employee benefit plan, agreement, trust, plan, fund or other arrangement between LSC Applied Optronics, as applicable, and one or more of its officers, directors, directors or employees, in each case so as to materially increase the benefits thereunder (collectively, the "Compensation Plans"), (b) grant or become obligated to grant any increase in the compensation or fringe benefits of directors, officers, officers or employees (including any such increase pursuant to any Compensation Plan) or any increase in the compensation payable or to become payable to any officer, except, with respect to employees other than officers, for increases in compensation in the ordinary course of business consistent with past practice, or enter into any contract, commitment, commitment or arrangement to do any of the foregoing, except for normal increases and non-stock benefit changes in the ordinary course of business consistent with past practice, (c) institute any new employee benefit, welfare program, program or Compensation Plan, (d) make any change in any Compensation Plan or other employee welfare or benefit arrangement or enter into any employment or similar agreement or arrangement with any employee, or (e) enter into or renew any contract, agreement, commitment, commitment or arrangement providing for the payment to any director, officer, officer or employee of LSC of compensation or benefits contingent, or the terms of which are materially altered in favor of such individual, upon the occurrence of any of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Esc Medical Systems LTD)

Compensation Plans. During the period from the date of this Agreement and continuing until the Effective Time, LSC Closing Vaxis agrees as to itself and its subsidiaries that, that it shall will not, without the prior written consent of HBOA Cellegy: (a) enter into, adopt, adopt or amend any bonus, profit sharing, compensation, stock option, pensionPension Plan, retirement, deferred compensation, employment, severance, severance or other employee benefit planBenefit Plan, agreement, trust, plan, fund or other arrangement between LSC Vaxis and one or more of its officers, directors, directors or employeesEmployees, in each case so as to materially increase the benefits thereunder (collectively, "Compensation Plans"), ; (b) grant or become obligated to grant any increase in the compensation or fringe benefits of directors, officers, officers or employees Employees (including any such increase pursuant to any Compensation Plan) or any increase in the compensation payable or to become payable to any officer, except, with respect to employees Employees other than officers, for increases in compensation in the ordinary course of business consistent with past practice, or enter into any contract, commitment, commitment or arrangement to do any of the foregoing, except for normal increases and non-stock benefit changes in the ordinary course of business consistent with past practice, ; (c) institute any new employee benefit, welfare program, program or Compensation Plan, ; (d) make any change in any Compensation Plan or other employee welfare or benefit arrangement or enter into any employment or similar agreement or arrangement with any employee, ; or (e) enter into or renew any contract, agreement, commitment, commitment or arrangement providing for the payment to any director, officer, officer or employee of LSC Employee of compensation or benefits contingent, or the terms of which are materially altered in favor of such individual, upon the occurrence of any of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Cellegy Pharmaceuticals Inc)

Compensation Plans. During the period from the date of this Agreement and continuing until the Effective Time, LSC MOD agrees as to itself and its subsidiaries that, it shall not, without the prior written consent of HBOA VDAT (a) enter into, adopt, or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment, severance, or other employee benefit plan, agreement, trust, plan, fund or other arrangement between LSC MOD and one or more of its officers, directors, or employees, in each case so as to materially increase the benefits thereunder (collectively, "Compensation Plans"), (b) grant or become obligated to grant any increase in the compensation or fringe benefits of directors, officers, or employees (including any such increase pursuant to any Compensation Plan) or any increase in the compensation payable or to become payable to any officer, except, with respect to employees other than officers, for increases in compensation in the ordinary course of business consistent with past practice, or enter into any contract, commitment, or arrangement to do any of the foregoing, except for normal increases and non-stock benefit changes in the ordinary course of business consistent with past practice, (c) institute any new employee benefit, welfare program, or Compensation Plan, (d) make any change in any Compensation Plan or other employee welfare or benefit arrangement or enter into any employment or similar agreement or arrangement with any employee, or (e) enter into or renew any contract, agreement, commitment, or arrangement providing for the payment to any director, officer, or employee of LSC MOD of compensation or benefits contingent, or the terms of which are materially altered in favor of such individual, upon the occurrence of any of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Visual Data Corp)

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Compensation Plans. During the period from the date of this Agreement and continuing until the Effective Time, LSC each Company agrees that, , except as to itself and its subsidiaries thatset forth in Section 7.11, it shall not, without the prior written consent of HBOA the other Companies (except as required by applicable law or pursuant to existing contractual arrangements or other plans or commitments as otherwise disclosed to NAC in writing pursuant hereto) (a) enter into, adopt, or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment, severance, or other employee benefit plan, agreement, trust, plan, fund or other arrangement between LSC such Company and one or more of its officers, directors, or employees, in each case so as to materially increase the benefits thereunder (collectively, "Compensation Plans"), (b) grant or become obligated to grant any increase in the compensation or fringe benefits of directors, officers, or employees (including any such increase pursuant to any Compensation Plan) or any increase in the compensation payable or to become payable to any officer, except, with respect to employees other than officers, for increases in compensation in the ordinary course of business consistent with past practice, or enter into any contract, commitment, or arrangement to do any of the foregoing, except for normal increases and non-stock benefit changes in the ordinary course of business consistent with past practice, (c) institute any new employee benefit, welfare program, or Compensation Plan, (d) make any change in any Compensation Plan or other employee welfare or benefit arrangement or enter into any employment or similar agreement or arrangement with any employee, or (e) enter into or renew any contract, agreement, commitment, or arrangement providing for the payment to any director, officer, or employee of LSC New Leaf of compensation or benefits contingent, or the terms of which are materially altered in favor of such individual, upon the occurrence of any of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Newagecities Com Inc)

Compensation Plans. During the period from the date of this Agreement and continuing until the Effective Time, LSC each Company agrees as to itself and its subsidiaries that, that it shall will not, without the prior written consent of HBOA the other Company (except as required by applicable law or pursuant to existing contractual arrangements or other plans or commitments as otherwise disclosed to the other Company in writing pursuant hereto or as set forth in this Agreement) (a) enter into, adopt, adopt or amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment, severance, severance or other employee benefit plan, agreement, trust, plan, fund or other arrangement between LSC such Company and one or more of its officers, directors, directors or employees, in each case so as to materially increase the benefits thereunder (collectively, "Compensation PlansCOMPENSATION PLANS"), (b) grant or become obligated to grant any increase in the compensation or fringe benefits of directors, officers, officers or employees (including any such increase pursuant to any Compensation Plan) or any increase in the compensation payable or to become payable to any officer, except, with respect to employees other than officers, for increases in compensation in the ordinary course of business consistent with past practice, or enter into any contract, commitment, commitment or arrangement to do any of the foregoing, except for normal increases and non-stock benefit changes in the ordinary course of business consistent with past practice, (c) institute any new employee benefit, welfare program, program or Compensation Plan, (d) make any change in any Compensation Plan or other employee welfare or benefit arrangement or enter into any employment or similar agreement or arrangement with any employee, or (e) enter into or renew any contract, agreement, commitment, commitment or arrangement providing for the payment to any director, officer, officer or employee of LSC such Company of 21 compensation or benefits contingent, or the terms of which are materially altered in favor of such individual, upon the occurrence of any of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Urohealth Systems Inc)

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