Common use of No Payments to Employees, Officers or Directors Clause in Contracts

No Payments to Employees, Officers or Directors. Except as set forth in Section 4.23 of the Company Disclosure Schedule, (a) there is no employment or severance payment payable or other benefit due on a change of control or otherwise as a result of the consummation of the Merger or any of the other transactions contemplated hereby, with respect to any employee, officer or director of the Company or any Company Subsidiary; (b) no Employee Program provides for any gross-up payment to any current or former employee in the event that such employee or former employee becomes subject to an excise tax or other penalty under Code Section 409A; and (iii) neither the execution of this Agreement, stockholder approval of this Agreement, nor the consummation of the transactions contemplated hereby will, alone or in conjunction with another event (e.g., termination of employment), result in payments under any of the Employee Programs which would not be deductible under Code Section 162(m) or Code Section 280G.

No Payments to Employees, Officers or Directors. Except as set forth in Section 4.23 3.23 of the Company Eagles Disclosure Schedule, (a) there is no employment or severance payment payable or other benefit due on a change of control or otherwise as a result of the consummation of the Merger or any of the other transactions contemplated hereby, with respect to any employee, officer or director of the Company Eagles or any Company Eagles Subsidiary; (b) no Employee Program provides for any gross-up payment to any current or former employee in the event that such employee or former employee becomes subject to an excise tax or other penalty under Code Section 409A; and (iii) neither the execution of this Agreement, stockholder approval of this Agreement, nor the consummation of the transactions contemplated hereby will, alone or in conjunction with another event (e.g., termination of employment), result in payments under any of the Employee Programs which would not be deductible under Code Section 162(m) or Code Section 280G.

No Payments to Employees, Officers or Directors. Except as set forth in Section 4.23 4.25 of the Company Party's Disclosure Schedule, (a) there is no employment or severance payment payable or other benefit due on a change of control or otherwise as a result of the consummation of the Merger or any of the other transactions contemplated hereby, with respect to any employee, officer or director of the Company Party or any Company Subsidiaryof its Subsidiaries; (b) no Employee Program of the Party provides for any gross-up payment to any current or former employee of the Party in the event that such employee or former employee becomes subject to an excise tax or other penalty under Code Section 409A; and (iiic) neither the execution of this Agreement, stockholder approval the obtaining of this Agreementthe Stockholder Approvals, nor the consummation of the transactions contemplated hereby will, alone or in conjunction with another event (e.g., termination of employment), result in payments under any of the Party's Employee Programs which would not be deductible under Code Section 162(m) or Code Section 280G.

No Payments to Employees, Officers or Directors. Except as set forth in Section 4.23 Schedule 3.23 of the Company Disclosure Schedule, (ai) there is no employment or severance payment payable or other benefit due on a change of control or otherwise as a result of the consummation of the Merger or any of the other transactions contemplated hereby, with respect to any employee, officer or director of the Company or any Company Subsidiary; (bii) no Employee Program provides for any gross-up payment to any current or former employee in the event that such employee or former employee becomes subject to an excise tax or other penalty under Code Section 409A409A of the Code; and (iii) neither the execution of this Agreement, stockholder approval of this Agreement, nor the consummation of the transactions contemplated hereby will, alone or in conjunction with another event (e.g., termination of employment), result in payments under any of the Employee Programs which would not be deductible under Code Section 162(m) or Code Section 280G.280G of the Code.