Common use of No Excess Parachute Payments Clause in Contracts

No Excess Parachute Payments. Except as set forth in Section 3.1(n) of the Company Disclosure Schedule, any amount that could be received (whether in cash or property or the vesting of property) in connection with 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 Benefit Plan currently in effect or in effect as of the Closing Date 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: Merger Agreement (Anchor Gaming), Merger Agreement (International Game Technology), Merger Agreement (International Game Technology)

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No Excess Parachute Payments. Except as set forth in Section 3.1(n) of the Company Disclosure Schedule, any No amount that could required to be received paid (whether in cash or property or the vesting of property) in connection with any of the transactions contemplated by this Agreement by to 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 Employee Benefit Plan currently in effect or in effect as of the Closing Date would not is reasonably expected to be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code).

Appears in 2 contracts

Samples: Merger Agreement (Intelidata Technologies Corp), Merger Agreement (Corillian Corp)

No Excess Parachute Payments. Except as set forth in Section 3.1(n) of the Company Disclosure Schedule, any No amount that could required to be received paid (whether in cash or property or the vesting of property) in connection with any of the transactions contemplated by this Agreement by to 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 Benefit Plan of the Company currently in effect or in effect as of the Closing Date would not is reasonably expected to be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code).

Appears in 2 contracts

Samples: Merger Agreement (Venture Catalyst Inc), Merger Agreement (International Game Technology)

No Excess Parachute Payments. Except as set forth in Section 3.1(n) 4.30 of the Company Disclosure Schedule, any no amount that could be received (whether in cash or property or the vesting of property) in connection with 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-1280G(c) of the Code) under any employment, severance or termination agreement, other compensation arrangement or Benefit Company Option Plan or Other Company arrangement currently in effect or in effect as of the Closing Date 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 (Karrington Health Inc)

No Excess Parachute Payments. Except as set forth in Section 3.1(n) 4.30 of the Company Disclosure Schedule, any no amount that could be received (whether in cash or property or the vesting of property) in connection with 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-1280G(c) of the Code) under any employment, severance or termination agreement, other compensation arrangement or Benefit -42- 48 Company Option Plan or Other Company arrangement currently in effect or in effect as of the Closing Date 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 (Sunrise Assisted Living Inc)

No Excess Parachute Payments. Except as set forth in Section 3.1(n4.1(p) of the Company Disclosure ScheduleSchedules, any no amount that could be received paid (whether in cash or property or the vesting of property) in connection with 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 or in effect as of the Closing Date 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

Samples: Merger Agreement (Warrior Energy Services CORP)

No Excess Parachute Payments. Except as set forth in Section 3.1(n) of the Company Disclosure Schedule, any No amount that could required to be received paid ---------------------------- (whether in cash or property or the vesting of property) in connection with any of the transactions contemplated by this Agreement by to 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 Benefit Plan currently in effect or in effect as of the Closing Date would not is reasonably expected to 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 (Buy Com Inc)

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No Excess Parachute Payments. Except as set forth described in Section 3.1(n) of the Company Disclosure ScheduleSchedule 3.2(u), any no amount that could be received (whether in cash or property or the vesting of property) in connection with as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company Apex or any of its affiliates Affiliates who is a "disqualified individual" (as such term is defined in Section 280G(c) of the Code or proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Apex Employee Plan or Benefit Plan Arrangement currently in effect or in effect as of the Closing Date would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1280G(b) (l) of the Code).

Appears in 1 contract

Samples: Merger Agreement (Fairfield Communities Inc)

No Excess Parachute Payments. Except as set forth disclosed in Section 3.1(nSchedule 2.2(t) of the Company Disclosure Schedulehereof, any amount that could be received (whether in cash or property or the vesting of property) in connection with as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company Webmodal or any of its affiliates who is a "disqualified individualDisqualified 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 Benefit Plan benefit plan currently in effect or in effect as of the Closing Date would not be characterized as an "excess parachute paymentExcess Parachute Payment" (as such term is defined in Section 280G(b)(1) of the Code).

Appears in 1 contract

Samples: Merger Agreement (Stonepath Group Inc)

No Excess Parachute Payments. Except as set forth in Section 3.1(n4.1(p) of the Company Disclosure ScheduleSchedules, any no amount that could be received paid (whether in cash or property or the vesting of property) in connection with 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 or in effect as of the Closing Date 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

Samples: Merger Agreement (Superior Energy Services Inc)

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