No Excess Parachute Payments. Any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Camco International Inc), Agreement and Plan of Merger (Camco International Inc), Agreement and Plan of Merger (Bettis Corp /De/)
No Excess Parachute Payments. Any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Evi Inc), Agreement and Plan of Merger (Evi Inc), Agreement and Plan of Merger (Weatherford Enterra Inc)
No Excess Parachute Payments. Any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company EVI or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-11-280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit EVI Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Weatherford Enterra Inc), Agreement and Plan of Merger (Evi Inc), Agreement and Plan of Merger (Evi Inc)
No Excess Parachute Payments. Any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit Employee Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) 280G of the Code).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coherent Communications Systems Corp), Agreement and Plan of Merger (Tellabs Inc)
No Excess Parachute Payments. Any No amount that could be received paid (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by to any employee, officer or director of the Company or any of its affiliates person who is properly characterized as a "disqualified individual" (as such term is defined by the IRS in proposed Treasury Regulation Section section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or other Company Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section section 280G(b)(1) of the Code).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TMBR Sharp Drilling Inc), Agreement and Plan of Merger (Midcoast Energy Resources Inc)
No Excess Parachute Payments. Any No amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer officer, or director of the Company Parent or any of its affiliates subsidiaries who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code) or would be non-deductible by reason of Code Section 162(m).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Universal Compression Inc), Agreement and Plan of Merger (Universal Compression Inc)
No Excess Parachute Payments. Any No amount that could be received (whether either in cash or property or the vesting of property) property as a result of any of the transactions any transaction contemplated by this Agreement Agreement, either alone or in conjunction with another event, including termination of employment, by any employee, officer or director of the Company or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section section 280G(b)(1) of the Code).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Earthlink Inc), Agreement and Plan of Merger (Onemain Com Inc)
No Excess Parachute Payments. Any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any of its affiliates who is a "disqualified individual" (as such term is defined by the IRS in proposed Treasury Regulation Section section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section section 280G(b)(1) of the Code).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crystal Gas Storage Inc), Agreement and Plan of Merger (El Paso Energy Corp/De)
No Excess Parachute Payments. Any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any of its affiliates who is a "disqualified A-11 17 individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1280(G)(c) of the Code) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code).. (o)
Appears in 1 contract
Samples: Iv 6 Agreement and Plan of Merger (Tesoro Petroleum Corp /New/)
No Excess Parachute Payments. Any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company Parent or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Parent Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code).
Appears in 1 contract
No Excess Parachute Payments. Any No amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Parent or a Controlled Company or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit Designated Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Industrial Data Systems Corp)
No Excess Parachute Payments. Any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company Parent or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1280(G)(c) of the Code) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Numed Home Health Care Inc)
No Excess Parachute Payments. Any No amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code).
Appears in 1 contract
No Excess Parachute Payments. Any No amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions any transaction contemplated by this Agreement Agreement, either alone or in conjunction with another event, including termination of employment, by any employee, officer or director of the Company or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section section 280G(b)(1) of the Code).
Appears in 1 contract
No Excess Parachute Payments. Any No amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit Designated Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code).
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Newpark Resources Inc)
No Excess Parachute Payments. Any No amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company Parent or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation regulations Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Company Benefit Parent Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code).
Appears in 1 contract
