Common use of Matters Relating to 280G Taxes Clause in Contracts

Matters Relating to 280G Taxes. NCC shall be satisfied in its sole discretion, either through mutually agreeable pre-Closing amendments or otherwise, that RBF shall have taken any and all reasonably necessary steps such that the Merger will not trigger any “excess parachute payment” (as defined in Section 280G of the IRC) under any employment agreements, change in control agreements, RBF Benefit Plans, supplemental compensation, retirement or similar arrangements between an RBF Company and any officers, directors, or employees thereof.

Appears in 1 contract

Samples: Merger Agreement (National Commerce Corp)

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Matters Relating to 280G Taxes. NCC shall be satisfied in its sole discretion, either through mutually agreeable pre-Closing amendments or otherwise, that RBF PCB shall have taken any and all reasonably necessary steps such that the Merger will not trigger any “excess parachute payment” (as defined in Section 280G of the IRC) under any employment agreements, change in control agreements, RBF PCB Benefit Plans, supplemental compensation, retirement or similar arrangements between an RBF a PCB Company and any officers, directors, directors or employees thereof.

Appears in 1 contract

Samples: Merger Agreement (National Commerce Corp)

Matters Relating to 280G Taxes. NCC shall be satisfied in its sole discretion, either through mutually agreeable pre-Closing amendments or otherwise, that RBF PB shall have taken any and all reasonably necessary steps such that the Merger will not trigger any “excess parachute payment” (as defined in Section 280G of the IRC) under any employment agreements, change in control agreements, RBF PB Benefit Plans, supplemental compensation, retirement or similar arrangements between an RBF PB Company and any officers, directors, or employees thereof.

Appears in 1 contract

Samples: Merger Agreement (National Commerce Corp)

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Matters Relating to 280G Taxes. NCC shall be satisfied in its sole discretionreasonably satisfied, either through mutually agreeable pre-Closing amendments or otherwise, that RBF PBI shall have taken any and all reasonably necessary steps such that neither the Merger nor the Bank Merger will not trigger any “excess parachute payment” (as defined in Section 280G of the IRC) under any employment agreements, change in control agreements, RBF PBI Benefit Plans, or supplemental compensation, retirement or similar arrangements between an RBF a PBI Company and any officers, directors, or employees thereof.

Appears in 1 contract

Samples: Merger Agreement (National Commerce Corp)

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