Payments Resulting from Merger. Except as set forth in Section 4.10(g) of the WPL Disclosure Schedule:
(i) The consummation or announcement of any transaction contemplated by this Agreement will not (either alone or upon the occurrence of any additional or further acts or events) result in any
(A) payment (whether of severance pay or otherwise) becoming due from WPL or any of the WPL Subsidiaries to any officer, employee, former employee or director thereof or to the trustee under any "rabbi trust" or similar arrangement that would not have been paid without regard to such consummation or announcement, or
(B) benefit under any WPL Benefit Plan being established or becoming accelerated, vested or payable; and
(ii) neither WPL nor any of the WPL Subsidiaries is a party to
(A) any management, employment, deferred compensation, severance (including any payment, right or benefit resulting from a change in control), bonus or other contract for personal services with any officer, director or employee,
(B) any consulting contract with any person who prior to entering into such contract was a director or officer of WPL, or
(C) any material plan, agreement, arrangement or understanding similar to any of the foregoing.
Payments Resulting from Merger. The consummation or announcement of any transaction contemplated by this Agreement will not (either alone or upon the occurrence of any additional or further facts or acts) result in any (i) payment (whether of severance pay or otherwise) becoming due from Company or any of its Subsidiaries to any officer, employee, former employee or director thereof or to the trustee under any "rabbi trust" or similar arrangement pursuant to any management, employment, deferred compensation, severance (including any payment, right or benefit resulting from a change in control), bonus or other contract for personal services with any officer, director or employee or any plan agreement or understanding similar to any of the foregoing, or (ii) benefit under any Company benefit plan being established or becoming accelerated, vested or payable.
Payments Resulting from Merger. Except as set forth on Section 4.1(l)(7) of the ONEOK Disclosure Schedule or as provided under any ONEOK Benefit Plan or any agreement described in Section 4.1(l)(1)c. above, the consummation or announcement of any transaction contemplated by this Agreement will not directly or indirectly (either alone or upon the occurrence of any additional or further acts or events) result in any:
a. payment (whether of severance pay or otherwise) becoming due from ONEOK or any ONEOK Affiliate to any current or former officer, director, employee or independent contractor of ONEOK or any ONEOK Affiliate or to the trustee under any "rabbi trust" or other funding arrangement, which would reasonably be expected to result in liability to NewCorp; or
b. benefit under any ONEOK Benefit Plan being established or increased or becoming accelerated, vested or payable, except for a payment or benefit that would have been payable under the same terms and conditions without regard to the transactions contemplated by this Agreement, which would reasonably be expected to result in liability to NewCorp.
Payments Resulting from Merger. Except as disclosed in SECTION 3.1(v)(vii) of the Company Disclosure Schedule, the consummation or announcement of any transaction contemplated by this Agreement will not (either alone or in conjunction with another event, including termination of employment) result in (A) any payment (whether of severance pay or otherwise) becoming due from the Company or any of its Subsidiaries to any Company Beneficiary or to the trustee under any "rabbi trust" or similar arrangement, or (B) any benefit under any Company Benefit Plan being established or increased, or becoming accelerated, vested or payable.
Payments Resulting from Merger. 45 (8) Funded Status of Plans.......................45 (9)
Payments Resulting from Merger. Except as set forth in Section 3.10(g) of the Company Disclosure Schedule, the consummation, announcement or other action relating to the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional or further acts or events) result in any (i) payment (whether of severance pay or otherwise) becoming due from the Company or any of its subsidiaries to any officer, employee, former employee, director or former director thereof or to the trustee under any "rabbi trust" or similar arrangement, or (ii) benefit under any Company Benefit Plan being established or being accelerated, vested or payable.
Payments Resulting from Merger. The consummation or announcement of any transaction contemplated by this Merger Agreement will not (either alone or upon the occurrence of any additional or further acts or events) result in (A) any payment (whether of severance pay or otherwise) becoming due from MAI or any of its Subsidiaries to any MAI Beneficiary or to the trustee under any "rabbi trust" or similar arrangement, (B) any benefit under any MAI Benefit Plan being established or increased, or becoming accelerated, vested or payable (except as provided in Section 2.01(g)(i)) or (C) any payment that would not be deductible under Section 280G of the Code.
Payments Resulting from Merger. The consummation or announcement ------------------------------ of any transaction contemplated by this Agreement will not (either alone or in conjunction with another event, including termination of employment) result in (A) any payment (whether of severance pay or otherwise) becoming due from the Company or any of its subsidiaries to any Company Beneficiary or to the trustee under any "rabbi trust" or similar arrangement, or (B) any benefit under any Company Benefit Plan being established or increased, or becoming accelerated, vested or payable.
Payments Resulting from Merger. (i) Except as disclosed in Section 5.10(g) of the Xxxxxxx Disclosure Schedule, the consummation or announcement of any transaction contemplated by this Agreement will not (either alone or upon the occurrence of any additional or further acts or events) result in any (A) payment (whether of severance pay or otherwise) becoming due from Xxxxxxx or any of its Subsidiaries to any officer, employee, former employee or director thereof or to the trustee under any "rabbi trust" or similar arrangement, or (B) benefit under any Xxxxxxx Benefit Plan being established or becoming accelerated, vested or payable and (ii) neither Xxxxxxx nor any of its Subsidiaries is a party to (A) any management, employment, deferred compensation, severance (including any payment, right or benefit resulting from a change in control), bonus or other contract for personal services with any officer, director or employee, (B) any consulting contract with any person who prior to entering into such contract was a director or officer of Xxxxxxx, or (C) any plan, agreement, arrangement or understanding similar to any of the foregoing, which with respect to clause (A), (B) and (C) provide for payment in excess of $10,000 per annum or $50,000 in the aggregate.
Payments Resulting from Merger. Except as disclosed in Schedule 4.11(a) of the Company Disclosure Schedule, other than vesting required under section 411 of the Code, the consummation or announcement of any transaction contemplated by this Agreement will not (either alone or in conjunction with another event, including termination of employment) result in or require (A) any payment (whether of severance pay or otherwise) becoming due from the Company or any of its Subsidiaries as of the Effective Time to any Company Beneficiary; (B) any benefit under any Company Benefit Plan being established or increased, or becoming accelerated, forgiven, vested or payable as of the Effective Time (other than vesting of the Company Stock Options as required under this Agreement); (C) the funding, purchase of insurance, annuities or similar products or otherwise require the Company or any Company Subsidiary to allocate or set aside assets to assist the Company or any Company Subsidiary in meeting its obligations under any Company Benefit Plans (e.g., contributions to a "rabbi trust"), or (D) payment of any excess parachute payments (within the meaning of Section 280G of the Code) in each case without reference to any changes to or increases in compensation and benefits agreed to by Parent following the Effective Time.
