Common use of No Prohibited Transactions Clause in Contracts

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: Merger Agreement (Alteryx, Inc.), Merger Agreement (Forescout Technologies, Inc), Merger Agreement (Forescout Technologies, Inc)

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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: Merger Agreement (Activision Blizzard, Inc.), Agreement and Plan of Merger, Merger Agreement (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 (Zymergen Inc.), Merger Agreement (Ginkgo Bioworks Holdings, 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: Merger Agreement (Cvent Inc), Merger Agreement (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 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: Merger Agreement (Del Frisco's Restaurant Group, 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: Merger Agreement (Civitas Solutions, 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 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: Merger Agreement (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 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

Samples: Merger Agreement (Lifelock, Inc.)

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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, 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

Samples: Merger Agreement (Cision 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, 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

Samples: Merger Agreement (Otelco 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 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: Merger Agreement (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, 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

Samples: Merger Agreement (PRGX Global, 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 1 contract

Samples: Merger Agreement (Marketo, Inc.)

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