Matters Relating to 280G Taxes. NCC shall be reasonably satisfied, either through mutually agreeable pre-Closing amendments or otherwise, that PBI shall have taken any and all reasonably necessary steps such that neither the Merger nor the Bank Merger will trigger any “excess parachute payment” (as defined in Section 280G of the IRC) under any employment agreements, change in control agreements, PBI Benefit Plans, or supplemental compensation, retirement or similar arrangements between a PBI Company and any officers, directors, or employees thereof.
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Matters Relating to 280G Taxes. NCC shall be reasonably satisfiedsatisfied in its sole discretion, either through mutually agreeable pre-Closing amendments or otherwise, that PBI RBF 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, PBI RBF Benefit Plans, or supplemental compensation, retirement or similar arrangements between a PBI an RBF Company and any officers, directors, or employees thereof.
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Matters Relating to 280G Taxes. NCC shall be reasonably satisfiedsatisfied in its sole discretion, either through mutually agreeable pre-Closing amendments or otherwise, that PBI PB 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, PBI PB Benefit Plans, or supplemental compensation, retirement or similar arrangements between a PBI an PB Company and any officers, directors, or employees thereof.
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