No Parachute Payments. 17 4.16 Absence of Certain Agreements and Practices..................17 4.17 Major Vendors and Customers..................................18 4.18
No Parachute Payments. Except as disclosed on Company Disclosure --------------------- ------------------ Schedule 5.18, no officer, director, employee, shareholder or agent (or former ------------- officer, director, employee, shareholder or agent) of the Company is entitled now, or will or may be entitled to as a consequence of this Agreement and the other Purchase Agreements, to any payment or benefit from the Company or the Purchaser which if paid or provided would constitute an "excess parachute payment," as defined in Section 280G of the Code.
No Parachute Payments. Except as disclosed in Seller Disclosure --------------------- ----------------- Schedule 4.15, no officer, director, employee or agent (or former officer, ------------- director, employee or agent) of Seller is entitled now, or will or may be entitled as a consequence of this Agreement or the Merger, to any payment or benefit from or from Parent, which if paid or provided would constitute an "excess parachute payment," as defined in Section 280G of the Code.
No Parachute Payments. The Company shall not have taken any action or made any payments that would not be permitted pursuant to Section 8.05(d).
No Parachute Payments. Neither Company or any of the Company's Subsidiaries shall have taken any action or made any payments that would result, either individually or in the aggregate, in any violation of the requirements set forth in Section 4.01(b)(9).
No Parachute Payments. MatrixOne shall have determined that no payment made or to be made by Synchronicity in connection with the Closing (including, without limitation, any payment made or to be made pursuant to the Management Plan) or pursuant to agreements with employees of Synchronicity entered into in connection with the Closing could reasonably be expected to constitute a “parachute payment” (as such term is defined in Section 280G of the Code).
No Parachute Payments. Notwithstanding the provisions of Section 9, if (a) the amount of payments or other benefits to be received by Executive thereunder in connection with Executive's termination would, when taken together with any other payments or benefits that Executive receives or is entitled to receive from Holdings or any of its Subsidiaries, constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code or the Treasury regulations issued thereunder, and (b) the payments and benefits otherwise to be provided to Executive under Section 9 of this Agreement, after reduction by the sum of (i) the actual excise tax that would be imposed on Executive on the portion of such payments and benefits that constitute an "excess parachute payment" under Section 4999 of the Code (the "Parachute Tax") and (ii) the actual federal, state and local income taxes that would be imposed on Executive on an amount equal to the amount of the Parachute Tax and on all amounts determined under this clause (ii), would be less than what Executive would have received had such payment and benefits been reduced or deferred to the extent necessary so that the Parachute Tax would not apply, then the payments and benefits otherwise to be provided to Executive under Section 9 of this Agreement shall be reduced or deferred to the extent necessary such that no payments or other benefits to be received by Executive thereunder in connection with Executive's termination would, when taken together with any other payments or benefits that Executive receives or is entitled to receive from Holdings or any of its Subsidiaries, constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code or the Treasury regulations issued thereunder. The determination of whether or not all or any portion of the payments and benefits provided to Executive would constitute parachute payments and the determination regarding amounts, if any, to be deferred or reduced as set forth in clause (b) of the first sentence of this Section 10 shall be made jointly by Holdings, Executive and their respective tax advisors; provided that if Holdings and Executive are unable to agree on such determinations, those determinations shall be submitted to the binding determination of (x) a "Big Four" accounting firm mutually acceptable to Holdings and Executive or (y) in the absence of a mutually acceptable accounting firm, a "Big Four" accounting firm selected by lot after exclusion of Holdings' auditor. The p...
No Parachute Payments. Except as set forth on the MSB Disclosure Schedule, no officer, director, employee or agent (or former officer, director, employee or agent) of MSB or any MSB Subsidiary is entitled now, or will or may be entitled to as a consequence of this Agreement or the Merger, to any payment or benefit from MSB, an MSB Subsidiary, HUBCO or any HUBCO Subsidiary which if paid or provided would constitute an "excess parachute payment," as defined in Section 280G of the Code or regulations promulgated thereunder.
No Parachute Payments. Neither Seller or any of the Seller's Subsidiaries shall have taken any action or made any payments that would result, either individually or in the aggregate, in the payment of an "excess parachute payment" within the meaning of Section 280G of the Code or that would result, either individually or in the aggregate, in payments that would be nondeductible pursuant to Section 162(m) of the Code.
No Parachute Payments. 35 SECTION 4.28. Vote Required............................................... 35
