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 Company Benefit Plan, engaged in or been a party to any 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 Tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Company Benefit Plan, or for which the Company or any of its Subsidiaries has any indemnification obligation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Alteryx, Inc.), Agreement and Plan of Merger (Forescout Technologies, Inc), Agreement and Plan of Merger (Forescout Technologies, 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, nor any of their respective directors, officers, employees or agents agents, has, with respect to any Company Benefit Employee Plan, engaged in or been a party to any 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 Tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Company Benefit Employee Plan, or for which the Company or any of its Subsidiaries has any indemnification obligation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Activision Blizzard, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Nuance Communications, Inc.)
No Prohibited Transactions. 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 Company Benefit Employee Plan, engaged in or been a party to any 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, any of its Subsidiaries or any Company Benefit Employee Plan, or for which the Company or any of its Subsidiaries has any indemnification obligation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cvent Inc), Agreement and Plan of Merger (Tibco Software Inc)
No Prohibited Transactions. 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 Company Benefit Employee Plan, engaged in or been a party to any 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, any of its Subsidiaries or any Company Benefit Employee Plan, or for which the Company or any of its Subsidiaries has any indemnification obligation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ginkgo Bioworks Holdings, Inc.), Agreement and Plan of Merger (Zymergen Inc.)
No Prohibited Transactions. None of the Company, any of its Subsidiaries Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, officers or employees or agents has, with respect to any Company Benefit Employee Plan, engaged in or been a party to any 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 Tax imposed by Section 4975 of the Code, in each case applicable that would reasonably be expected to result in any material Liability to the CompanyCompany and its Subsidiaries, any of its Subsidiaries or any Company Benefit Plan, or for which the Company or any of its Subsidiaries has any indemnification obligationtaken as a whole.
Appears in 1 contract
No Prohibited Transactions. 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 Company Benefit Employee Plan, engaged in or been a party to any 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 Tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Company Benefit Employee Plan, or for which the except as would not reasonably be expected to have a Company or any of its Subsidiaries has any indemnification obligationMaterial Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Del Frisco's Restaurant Group, Inc.)
No Prohibited Transactions. None of the Company, any of its Subsidiaries Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, officers or employees or agents has, with respect to any Company Benefit Employee Plan, engaged in or been a party to any 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 Tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Company Benefit Employee Plan, or for which the Company or any of its Subsidiaries has any indemnification obligation.
Appears in 1 contract
No Prohibited Transactions. None of Neither the Company, any of its Subsidiaries orAcquired Companies nor, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Company Benefit 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, any of its Subsidiaries Company or any Company Benefit Employee Plan, or for which the Company or any of its Subsidiaries has any indemnification obligation.
Appears in 1 contract
Samples: Stock Purchase Agreement (Intercontinental Exchange, Inc.)
No Prohibited Transactions. None of the Company, any of its Subsidiaries Subsidiaries, any of its ERISA Affiliates or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Company Benefit Employee Plan, engaged in or been a party to any 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 Tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Company Benefit Employee Plan, except as has not had, and would not reasonably be expected to have, individually or for which in the aggregate, a Company or any of its Subsidiaries has any indemnification obligationMaterial Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Civitas Solutions, Inc.)
No Prohibited Transactions. 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 Company Benefit Employee Plan, engaged in or been a party to any 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 Tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Company Benefit Employee Plan, except as would not reasonably be expected to have, individually or for which in the aggregate, a Company or any of its Subsidiaries has any indemnification obligationMaterial Adverse Effect.
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, employees or agents has, with respect to any Company Benefit Plan, engaged in or been a party to any 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 Tax imposed by Section 4975 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Company Benefit Plan, or for which the Company or any of its Subsidiaries has any indemnification obligation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sierra Oncology, Inc.)
No Prohibited Transactions. 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 Company Benefit Employee Plan, engaged in or been a party to any 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, any of its Subsidiaries or any Company Benefit Employee Plan, or for which the Company or any of its Subsidiaries has any indemnification obligation.
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No Prohibited Transactions. None of the Company, any of its Subsidiaries Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, officers or employees or agents has, with respect to any Company Benefit Employee Plan or PEO Plan, engaged in or been a party to any 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 Tax imposed by Section 4975 or 4976 of the Code, in each case applicable to the Company, any of its Subsidiaries or any Company Benefit Employee Plan or PEO Plan, except as that would not reasonably be expected to have, individually or for which in the aggregate, a Company or any of its Subsidiaries has any indemnification obligationMaterial Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Travelport Worldwide LTD)
No Prohibited Transactions. 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 Company Benefit Plan, engaged in or been a party to any 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, any of its Subsidiaries or any material Company Benefit Plan, or for which the Company or any of its Subsidiaries has any indemnification obligation.
Appears in 1 contract
