Effect of Acquisition. The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Benefit Plan or Company Employee Agreement that will or may result in any material payment (whether of severance pay or otherwise), acceleration of any material payment, forgiveness of material indebtedness, vesting (except as required under Section 411(d)(3) of the Code), distribution, material increase in benefits or obligation to fund benefits with respect to any Company Employee. No payment or benefit which will or may be made in connection with the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional or subsequent events) by the Company or any ERISA Affiliate with respect to any Company Employee or any other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) will be characterized as a “parachute payment,” within the meaning of Section 280G(b)(2) of the Code. There is no contract, agreement, plan or arrangement to which the Company or any ERISA Affiliate is a party or by which it or its successor is bound to compensate any Company Employee for excise taxes paid pursuant to Section 4999 of the Code. Section 2.12(h) of the Company Disclosure Schedule lists all persons who the Company reasonably believes are “disqualified individuals” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) as determined as of the date hereof.
Effect of Acquisition. The parties agree to the following provisions with respect to the Acquisitions contemplated herein:
Effect of Acquisition. Notwithstanding Section 10.2, each Party acknowledges that the other Party (the “Concerned Party”) may be acquired or merge with a Third Party or acquire a Third Party during the Term of this Agreement (such transaction, an “Acquisition Transaction”, and such Third Party, the “Acquiror” or “Acquiree”). In such event, if the Acquiror or Acquiree (or a Third Party that is an Affiliate of such Acquiror or Acquiree prior to and following the date of such Acquisition Transaction) was Researching, Developing, Manufacturing or Commercializing one or more Competing Research Product(s) or Competing Collaboration Products prior to the closing of such Acquisition Transaction (each an “Acquired Competing Product”), subject to the Concerned Party’s compliance with this Section 10.3, such Concerned Party shall be deemed not to be in breach of Section 10.2:
10.3.1. if it Divests to a Third Party or permanently discontinues the Research, Development, Manufacture, and Commercialization of the Acquired Competing Product within [***] months after the closing of the Acquisition Transaction;
10.3.2. if the Parties agree to contribute the Acquired Competing Product to the collaboration between the Parties on terms and conditions to be negotiated in good faith and that are mutually acceptable to the Parties, each in its respective sole discretion, with such agreement, if any, to be reflected in an amendment to this Agreement or a separate agreement to be entered into by and between the Parties within [***] months after the closing of the Acquisition Transaction; or
10.3.3. if it requires that, the Acquiror (or Acquiree) and its Affiliates existing as of the date of the Acquisition Transaction (excluding the Concerned Party and its Affiliates) continue to Research and Develop (including Manufacture thereof solely for such Development purposes) such Acquired Competing Product without the participation or use of assets (including employees) owned or employed by the Concerned Party prior to the Acquisition Transaction, provided that, in the event the Concerned Party elects to proceed in accordance with this Section 10.3.3 no later than [***] months following the completion of the first [***] for such Product, and in any event and under all circumstances prior to any Commercialization of such Acquired Competing Product anywhere in the world, the Concerned Party shall elect, and shall complete, one of the options set forth in the foregoing Section 10.3.1, and Section 10.3.2 above with...
Effect of Acquisition. The consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee or other service provider of Seller, any subsidiary or any ERISA Affiliate to severance benefits or any other payment (including, without limitation, unemployment compensation, golden parachute, bonus or benefits under any Seller Employee Plan), except as expressly provided in this Agreement or (ii) accelerate the time of payment or vesting of any such benefits or increase the amount of compensation due any such employee or service provider. No benefit payable or which may become payable by Seller pursuant to any Seller Employee Plan or as a result of or arising under this Agreement shall constitute an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) which is subject to the imposition of an excise Tax under Section 4999 of the Code or the deduction for which would be disallowed by reason of Section 280G of the Code. Each Seller Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material liability to Parent and/or Purchaser, as the case may be, or Seller (other than ordinary administration expenses typically incurred in a termination event).
Effect of Acquisition. Notwithstanding Section 6.2.1, each Party acknowledges that the other Party (the “Concerned Party”) may be acquired or merge with a Third Party or acquire a Third Party during the Term of this Agreement (such transaction, an “Acquisition Transaction”, and such Third Party, the “Acquiror” or “Acquiree”). In such event, if the Acquiror or Acquiree (or a Third Party that is an Affiliate of such Acquiror or Acquiree prior to and following the date of such Acquisition Transaction) was Developing, Manufacturing or Commercializing one or more Competing Product(s) prior to the closing of such Acquisition Transaction (each an “Acquired Competing Product”), subject to the Concerned Party’s compliance with this Section 6.2.2, such Concerned Party shall be deemed not to be in breach of Section 6.2.1:
Effect of Acquisition. On the Effective Date, VCB shall become a wholly owned subsidiary of 2 Bancorp, and Bancorp shall be the sole shareholder of VCB.
Effect of Acquisition. The articles of incorporation and bylaws of Interim immediately prior to the Closing Date shall be the articles of incorporation and bylaws of the surviving corporation until duly amended or repealed; provided that, the name of the surviving corporation shall be changed as NetBank and Interim shall determine. The directors of the surviving corporation shall be Xxxxxxx Xxxxxx, Xxxxxxx X. Xxxxxxx, T. Xxxxxxx Xxxxx, X.X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxx Xxxxxxxxxx, and Xxxxxxx Xxxxxxx, together with such additional persons as may thereafter be elected. The executive officers of the surviving corporation shall be the executive officers of the Company immediately prior to the Closing Date, Xxxxxxx X. Xxxxxxx, T. Xxxxxxx Xxxxx, and Xxxxxxx Xxxxxx, who shall be elected as President, EVP and EVP, respectively, and such additional persons as may thereafter be elected.
Effect of Acquisition. In the event of an acquisition of Yahoo! by a third party (“Acquirer”), [*]; and (b) the licenses granted by Yahoo! to Microsoft under this License Agreement shall not apply or extend to the Patents or other intellectual property of the Acquirer or its subsidiaries (and shall apply only to the Patents or other intellectual property that constituted the Yahoo! Patents (including continuations thereof) or Yahoo! Technology at any time prior to such acquisition).
Effect of Acquisition. At and after the Effective Date, the holder of each certificate of common stock of HHTI shall cease to have any rights as a shareholder of HHTI.
Effect of Acquisition. The consummation of the transactions contemplated by this Agreement will not (i) entitle any Business Employee to severance benefits or any other payment (including unemployment compensation, golden parachute, bonus or benefits under any Seller Employee Plan), except as expressly provided in this Agreement or (ii) accelerate the time of payment or vesting of any such benefits or increase the amount of compensation due any such Business Employee. No benefit payable or which may become payable by Seller or any ERISA Affiliate pursuant to any Seller Employee Plan or as a result of or arising under this Agreement shall constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) which is subject to the imposition of an excise Tax under Section 4999 of the Code or the deduction for which would be disallowed by reason of Section 280G of the Code.
