Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby 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 Subsidiary or (iv) result in the acceleration of the time of payment or vesting of any such benefits except as required under Section 411(d)(3) of the Code.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (NMS Communications Corp), Agreement and Plan of Merger (Harmonic Inc), Agreement and Plan of Merger (Tarantella Inc)
Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby 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, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by the Company or any Subsidiary or (iv) result in the acceleration of the time of payment or vesting of any such benefits except as required under Section 411(d)(3) of the Code.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (TRxADE HEALTH, INC), Membership Interest Purchase Agreement (TRxADE HEALTH, INC)
Effect of Transaction. Neither the execution and delivery of this Agreement Agreement, nor the consummation of the transactions contemplated hereby Transactions (alone or in connection with additional or subsequent events) or any termination of employment or service in connection therewith therewith, will (i) result in any payment (including severance, golden parachute, bonus or otherwise), ) becoming due to any Business Employee, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by the Company or any Subsidiary or (iv) result in the acceleration of the time of payment or vesting of any such benefits except as required under Section 411(d)(3) of the Code, in each case except as would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Iridex Corp), Asset Purchase Agreement (Iridex Corp)
Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby 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, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by the Company Target or any Subsidiary of its subsidiaries or (iv) result in the acceleration of the time of payment or vesting of any such benefits except as required under Section 411(d)(3) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sigmatel Inc), Agreement and Plan of Merger (Intellisync Corp)
Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby 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 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
Samples: Agreement and Plan of Merger (Quantum Corp /De/), Agreement and Plan of Merger (Advanced Digital Information Corp)
Effect of Transaction. Neither the The execution and delivery of this Agreement nor and the consummation of the Acquisition and other transactions contemplated hereby herein (either alone or in connection with the occurrence of any additional or subsequent events) or any termination of employment or service in connection therewith will (i) not result in or entitle any Employee to any payment (including severance, golden parachute, bonus bonus, or otherwise), becoming due to any Employeeacceleration, (ii) result in any forgiveness of indebtedness, (iii) materially vesting, distribution, increase any in compensation or benefits otherwise payable by the Company or any Subsidiary or (iv) result in the acceleration of the time of payment or vesting of any such benefits obligation to fund benefits, except as required under Section 411(d)(3) of the Code.
Appears in 2 contracts
Samples: Unit Purchase Agreement, Unit Purchase Agreement (Apptio Inc)
Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or any termination of employment or service in connection therewith will will, as applicable, (i) result in any payment (including severance, golden parachute, bonus or otherwise), becoming due to any Employeeemployee, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by the Company or any Subsidiary Tower or (iv) result in the acceleration of the time of payment or vesting of any such benefits except as required under Section 411(d)(3) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Oil & Gas Inc)
Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby 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 Subsidiary of its subsidiaries or (iv) result in the acceleration of the time of payment or vesting of any such benefits 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 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 Subsidiary or (iv) result in the acceleration of the time of payment or vesting of any such benefits benefits, except as required under Section 411(d)(3) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Fusion-Io, Inc.)
Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby 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 Subsidiary of its Subsidiaries or (iv) result in the acceleration of the time of payment or vesting of any such benefits except as required under Section 411(d)(3) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Align Technology Inc)
Effect of Transaction. Neither Except as set forth on Schedule 3.12(i), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby 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, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by the Company or any Subsidiary or (iv) result in the acceleration of the time of payment or vesting of any such benefits 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 combination with 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 Subsidiary or (iv) result in the acceleration of the time of payment or vesting of any such benefits except as required under Section 411(d)(3) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Aruba Networks, Inc.)
Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby 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 Subsidiary or (iv) result in the acceleration of the time of payment or vesting of any such benefits except as required under Section 411(d)(3) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (API Technologies Corp.)
Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby 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 Subsidiary or (iv) result in the acceleration of the time of payment or vesting of any such benefits except as required under Section 411(d)(3) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Foxhollow Technologies, Inc.)
Effect of Transaction. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby 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, (ii) result in any forgiveness of indebtedness, (iii) materially increase any benefits otherwise payable by the Company or any Subsidiary ERISA Affiliate or (iv) result in the acceleration of the time of payment or vesting of any such benefits except as required under Section 411(d)(3) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Neah Power Systems, Inc.)