International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 8 contracts
Samples: Merger Agreement (Trusted Information Systems Inc), Merger Agreement (Network Solutions Inc /De/), Merger Agreement (Eclipsys Corp)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent the Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Va Linux Systems Inc), Merger Agreement (Andover Net Inc), Agreement and Plan of Reorganization (Innovative Tech Systems Inc)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company Parent or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 3 contracts
Samples: Merger Agreement (Eclipsys Corp), Merger Agreement (Neoforma Com Inc), Merger Agreement (Eclipsys Corp)
International Employee Plan. Each International Employee Plan Plan, if any, has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan Plan, if any, has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent the Company or Parent from terminating or amending any an International Employee Plan Plan, if any, at any time for any reason.
Appears in 3 contracts
Samples: Merger Agreement (Mede America Corp /), Agreement and Plan of Reorganization (Healtheon Corp), Agreement and Plan of Reorganization (Healtheon Corp)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws Legal Requirements that are applicable to such International Employee Plan. Furthermore, no No International Employee Plan has unfunded liabilitiesLiabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent the Company, the Surviving Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 3 contracts
Samples: Merger Agreement (Scopus Video Networks Ltd.), Merger Agreement (Harmonic Inc), Merger Agreement (Scopus Video Networks Ltd.)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilitiesliabilities that, that as of the Effective Time, will not be offset by insurance or are fully accrued on the Company Balance Sheet to the extent required to be accrued. Except as required by law, no condition exists that would prevent Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 2 contracts
Samples: Merger Agreement (Interwoven Inc), Merger Agreement (Imanage Inc)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Informix Corp)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company or Parent from terminating or amending any International Employee Plan at any time for any reason.fully
Appears in 2 contracts
Samples: Merger Agreement (Eclipsys Corp), Merger Agreement (Neoforma Com Inc)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company STB or Parent 3Dfx from terminating or amending any International Employee Plan at any time for any reason.
Appears in 2 contracts
Samples: Merger Agreement (STB Systems Inc), Agreement and Plan of Reorganization (3dfx Interactive Inc)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all material statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent the Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 2 contracts
Samples: Merger Agreement (Excite Inc), Merger Agreement (At Home Corp)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company or Parent 3Dfx from terminating or amending any International Employee Plan at any time for any reason.
Appears in 2 contracts
Samples: Merger Agreement (STB Systems Inc), Agreement and Plan of Reorganization (3dfx Interactive Inc)
International Employee Plan. Each International Employee Plan of the Company or of one of the Company's foreign subsidiaries has been established, maintained and administered in compliance in all material compliance respects with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, and no such International Employee Plan has any material unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sci Systems Inc), Agreement and Plan of Reorganization (Sanmina Corp/De)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no No International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent the Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 2 contracts
Samples: Merger Agreement (Excel Technology Inc), Merger Agreement (Gsi Group Inc)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no No International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent the Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 2 contracts
Samples: Merger Agreement (Quantum Corp /De/), Merger Agreement (Advanced Digital Information Corp)
International Employee Plan. Each International Employee Plan has --------------------------- been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 2 contracts
Samples: Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by lawlaw or as set forth in Section 2.24(o) of the Disclosure Schedule, no condition exists that would prevent the Company or Parent from terminating or amending any International Employee Plan at any time for any reasonreason without liability to the Company or its ERISA Affiliates (other than ordinary administration expenses or routine claims for benefits).
Appears in 2 contracts
Samples: Merger Agreement (Altiris Inc), Agreement and Plan of Merger (Compuware Corp)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws Legal Requirements that are applicable to such International Employee Plan. Furthermore, no No International Employee Plan has unfunded liabilitiesLiabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company the Company, the Surviving Corporation or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 2 contracts
Samples: Merger Agreement (Secure Computing Corp), Merger Agreement (McAfee, Inc.)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company Healthvision or Parent Neoforma from terminating or amending any International Employee Plan at any time for any reason.
Appears in 2 contracts
Samples: Merger Agreement (Neoforma Com Inc), Merger Agreement (Eclipsys Corp)
International Employee Plan. Each International Employee Plan --------------------------- has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent the Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 2 contracts
Samples: Merger Agreement (Extended Systems Inc), Merger Agreement (Palm Inc)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company Neoforma or Parent Neoforma from terminating or amending any International Employee Plan at any time for any reason.
Appears in 2 contracts
Samples: Merger Agreement (Eclipsys Corp), Merger Agreement (Neoforma Com Inc)
International Employee Plan. Each International Employee Plan has been ---------------------------- established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent the Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 1 contract
Samples: Merger Agreement (Gateway International Holdings Inc)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company Anergen or Parent Corixa from terminating or amending any International Employee Plan at any time for any reason.. 2.14
Appears in 1 contract
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilitiesliabilities that, that as of the Effective Time, will not be offset by insurance or are not fully accruedaccrued on the Company Balance Sheet. Except as required by law, no condition exists that would prevent Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 1 contract
Samples: Merger Agreement (Mediabin Inc)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective TimeClosing, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company IDC or Parent DeltaPoint from terminating or amending any International Employee Plan at any time for any reason.
Appears in 1 contract
Samples: Merger Agreement (Deltapoint Inc)
International Employee Plan. Each International Employee Plan has --------------------------- been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilitiesliabilities that, that as of the Effective Time, will not be offset by insurance or are fully accruedaccrued on the Company Balance Sheet. Except as required by law, no condition exists that would prevent Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 1 contract
Samples: Merger Agreement (Verisign Inc/Ca)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accruedaccrued on the Company Balance Sheet. Except as required by law, no condition exists that would prevent the Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Inverness Medical Innovations Inc)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent the Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Healtheon Corp)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accruedaccrued on the Company Balance Sheet. Except as required by law, no condition exists that would prevent Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 1 contract
Samples: Merger Agreement (Macromedia Inc)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in all material respects in compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by lawTo the extent applicable, no condition exists that would prevent Company or Parent from terminating or amending any each International Employee Plan at any time for any reasonhas been approved by the relevant taxation and other Governmental Entities.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Square, Inc.)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 1 contract
Samples: Merger Agreement (Yahoo Inc)
International Employee Plan. Each Except as set forth in Section 2.22(o) of the Disclosure Schedule, each International Employee Plan has been established, maintained and administered in all material respects in compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws Laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilitiesliabilities that, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 1 contract
Samples: Merger Agreement (Gartner Inc)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company or Parent from terminating or amending any International Employee Plan at any time for any reason.. 2.12
Appears in 1 contract
Samples: Merger Agreement (Truevision Inc)
International Employee Plan. Each International Employee --------------------------- Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (McAfee Associates Inc)
International Employee Plan. Each International Employee Plan has --------------------------- been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has any unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 1 contract
Samples: Merger Agreement (Imall Inc)
International Employee Plan. Each International Employee Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent the Company or Parent from terminating or amending any International Employee Plan at any time for any reason.. 4.24
Appears in 1 contract
International Employee Plan. Each International Employee ------------- Plan has been established, maintained and administered in material compliance with its terms and conditions and with the requirements prescribed by any and all statutory or regulatory laws that are applicable to such International Employee Plan. Furthermore, no International Employee Plan has unfunded liabilities, that as of the Effective Time, will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent the Company or Parent from terminating or amending any International Employee Plan at any time for any reason.
Appears in 1 contract
Samples: Merger Agreement (Gateway International Holdings Inc)