No Prohibited Transactions. None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group or any Employee Plan, or for which the Company Group has any indemnification obligation.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Chico's Fas, Inc.), Agreement and Plan of Merger (Vista Equity Partners Fund Viii, L.P.), Agreement and Plan of Merger (Duck Creek Technologies, Inc.)
No Prohibited Transactions. None of Neither the Company, any of its Subsidiaries, Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Company Benefit Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group or its Subsidiaries or any Employee Company Benefit Plan, or for which the Company Group has or its Subsidiaries have any indemnification obligation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Zix Corp), Agreement and Plan of Merger (True Wind Capital, L.P.), Agreement and Plan of Merger (Open Text Corp)
No Prohibited Transactions. None Except as could not result in a material liability to the Company and its Subsidiaries, taken as a whole, none of the Company, any of its Subsidiaries, Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Company Benefit Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group Company, any of its Subsidiaries or any Employee Company Benefit Plan, or for which the Company Group or any of its Subsidiaries has any indemnification obligation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fuller Max L), Agreement and Plan of Merger (Knight-Swift Transportation Holdings Inc.), Agreement and Plan of Merger (Us Xpress Enterprises Inc)
No Prohibited Transactions. None Except as could not result in a material liability to the Company or any of its Subsidiaries, none of the Company, any of its Subsidiaries, Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Company Benefit Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group Company, any of its Subsidiaries or any Employee Company Benefit Plan, or for which the Company Group or any of its Subsidiaries has any indemnification obligation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KnowBe4, Inc.), Agreement and Plan of Merger (Vepf Vii SPV I, L.P.)
No Prohibited Transactions. None of Neither the Company, any of its Subsidiaries, Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group or any Employee Plan, or for which the Company Group has any indemnification obligation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Instructure Inc), Agreement and Plan of Merger (Instructure Inc)
No Prohibited Transactions. None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could would reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group or any Employee Plan, or for which the Company Group has any indemnification obligation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Datto Holding Corp.), Agreement and Plan of Merger (Datto Holding Corp.)
No Prohibited Transactions. None Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries, orSubsidiaries nor, to the Knowledge of the Company, any of their respective directors, officers, employees or agents agents, has, with respect to any Employee Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could would reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group Company, any of its Subsidiaries or any Employee Plan, or for which the Company Group or any of its Subsidiaries has any indemnification obligation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Linkedin Corp), Agreement and Plan of Merger
No Prohibited Transactions. None of Neither the Company, any of its Subsidiaries, Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any breach of fiduciary duty (as determined under ERISA) or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 or 407 of ERISA) that could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group or any Employee Plan, or for which the Company Group has any indemnification obligation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (STAMPS.COM Inc)
No Prohibited Transactions. None Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to result in the imposition of a material any penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group or any Employee Plan, or for which the Company Group has any indemnification obligation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carrols Restaurant Group, Inc.), Agreement and Plan of Merger (Restaurant Brands International Limited Partnership)
No Prohibited Transactions. None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents or any administrator or fiduciary of any Employee Plan has, with respect to any Employee Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to would result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the CodeCode or any breach of fiduciary duty (as determined under ERISA), in each case applicable to the Company Group Company, any of its Subsidiaries or any Employee Plan, or for which the Company Group or any of its Subsidiaries has any indemnification obligation.
Appears in 1 contract
No Prohibited Transactions. None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, officers or employees or agents has, with respect to any Employee Plan, engaged in or been a party to (or has any breach of fiduciary duty or indemnification obligations with respect to) any non-exempt Table of Contents “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 or 4976 of the Code, except as would not have, individually or in each case applicable to the aggregate, a Company Group or any Employee Plan, or for which the Company Group has any indemnification obligationMaterial Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronics for Imaging Inc)
No Prohibited Transactions. None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Table of Contents Section 4975 of the Code, in each case applicable to the Company Group or any Employee Plan, or for which the Company Group has any indemnification obligation.
Appears in 1 contract
No Prohibited Transactions. None Except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries, Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Company Benefit Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group Company, any of its Subsidiaries or any Employee Company Benefit Plan, or for which the Company Group or any of its Subsidiaries has any indemnification obligation.
Appears in 1 contract
