Common use of Certain Agreements Affected by the Merger Clause in Contracts

Certain Agreements Affected by the Merger. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any material payment (including, without limitation, any severance, unemployment compensation, golden parachute or bonus payment) becoming due to any director, officer, agent or employee of Company or any of its subsidiaries or any other third party, (ii) materially increase any benefits otherwise payable by Company or any of its subsidiaries to their respective employees or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Bea Systems Inc), Agreement and Plan of Merger (Plumtree Software Inc), Agreement and Plan of Reorganization (Novellus Systems Inc)

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Certain Agreements Affected by the Merger. Neither At the Closing neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will will: (i) result in any material payment (including, without limitation, any including severance, unemployment compensation, golden parachute parachute, bonus or bonus paymentotherwise) becoming due to any directorany, officercurrent or former, agent director or employee or service provider of the Company or any of its subsidiaries or any other third party, Subsidiaries; (ii) materially increase any benefits otherwise payable by the Company or any of its subsidiaries to their respective employees Subsidiaries; or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 5 contracts

Samples: Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Mentor Graphics Corp), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc)

Certain Agreements Affected by the Merger. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will will: (ia) result in any material payment (including, without limitation, any severance, unemployment compensation, golden parachute parachute, bonus or bonus paymentotherwise) becoming due to any director, officer, agent director or employee of Company or any of its subsidiaries or any other third party, Company; (iib) materially increase any benefits otherwise payable by Company or any of its subsidiaries to their respective employees Company; or (iiic) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (CareDx, Inc.), Agreement and Plan of Merger (CareDx, Inc.), Agreement and Plan of Merger (CareDx, Inc.)

Certain Agreements Affected by the Merger. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (ia) result in any material payment (including, without limitation, any severance, unemployment compensation, golden parachute parachute, bonus or bonus paymentotherwise) becoming due to any director, officer, agent employee or employee consultant of Company Target or any of its subsidiaries or any other third partysubsidiaries, (iib) materially increase any benefits otherwise payable by Company Target or any of its subsidiaries to their respective employees or (iiic) result in the acceleration of the time of payment or vesting of any such benefits, except as required under Code Section 411(d)(3).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (I2 Technologies Inc)

Certain Agreements Affected by the Merger. Neither Except as set forth on Schedule 3.23, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby hereby, including, without limitation, the Merger, will (ia) result in any material payment (including, without limitation, any severance, unemployment compensation, golden parachute parachute, bonus or bonus paymentotherwise) becoming due to any director, officer, agent director or employee of the Company or any of its subsidiaries or any other third partySubsidiaries, (iib) materially increase any benefits otherwise payable by the Company or any of its subsidiaries to their respective employees Subsidiaries or (iiic) result in the acceleration of the time type of payment or vesting of any such benefits.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (National Information Group), Agreement and Plan of Merger (Speizer Mark)

Certain Agreements Affected by the Merger. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any material payment (including, without limitation, any severance, unemployment compensation, golden parachute parachute, bonus or bonus paymentotherwise) becoming due to any director, officer, agent director or employee of Company or any of its subsidiaries or any other third partyAcquiror, (ii) materially increase any benefits otherwise payable by Company or any of its subsidiaries to their respective employees Acquiror, or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Paypal Inc)

Certain Agreements Affected by the Merger. Neither the ----------------------------------------- execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any material payment (including, without limitation, any severance, unemployment compensation, golden parachute parachute, bonus or bonus paymentotherwise) becoming due to any director, officer, agent director or employee of Company Xxxxxxxx.xxx or any of its subsidiaries or any other third partySubsidiaries, (ii) materially increase any benefits otherwise payable by Company or any of its subsidiaries to their respective employees Xxxxxxxx.xxx, or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Loudeye Technologies Inc)

Certain Agreements Affected by the Merger. Neither the execution ------------------------------------------ and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any material payment (including, without limitation, any severance, unemployment compensation, golden parachute or bonus payment) becoming due to any director, officer, agent or employee of the Company or any of its subsidiaries or any other third party, (ii) materially increase any benefits otherwise payable by the Company or any of to its subsidiaries to their respective employees or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Cardiotech International Inc)

Certain Agreements Affected by the Merger. Neither the execution and delivery of this Agreement nor the consummation of the transactions transaction contemplated hereby will (i) result in any material payment (including, without limitation, any severance, unemployment compensation, golden parachute parachute, bonus or bonus paymentotherwise) becoming due to any director, officer, agent director or employee of Company or any of its subsidiaries or any other third partyCompany, (ii) materially increase any benefits otherwise payable by Company or any of its subsidiaries to their respective employees Company, or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Saflink Corp)

Certain Agreements Affected by the Merger. Neither the execution and delivery of this Agreement nor the consummation of the transactions transaction contemplated hereby will (i) result in any material payment (including, without limitation, any severance, unemployment compensation, golden parachute parachute, bonus or bonus paymentotherwise) becoming due to any director, officer, agent director or employee of Company or any of its subsidiaries or any other third partyTarget, (ii) materially increase any benefits otherwise payable by Company or any of Target to its subsidiaries to their respective employees employees, agents, consultants and directors, or (iii) except as set forth in Schedule 2.15, result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Uproar Inc)

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Certain Agreements Affected by the Merger. Neither Except as set forth ----------------------------------------- in Schedule 2.15 or pursuant to this Agreement, neither the execution and ------------- delivery of this Agreement nor the consummation of the transactions transaction contemplated hereby will (i) result in any material payment (including, without limitation, any severance, unemployment compensation, golden parachute parachute, bonus or bonus paymentotherwise) becoming due to any director, officer, agent director or employee of Company Target or any of its subsidiaries or any other third partysubsidiaries, (ii) materially increase any benefits otherwise payable by Company or any of its subsidiaries to their respective employees Target or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rational Software Corp)

Certain Agreements Affected by the Merger. Neither the execution ----------------------------------------- and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any material payment (including, without limitation, any severance, unemployment compensation, golden parachute or bonus payment) becoming due to any director, officer, agent or employee of Company or any of its subsidiaries or any other third party, (ii) materially increase any benefits otherwise payable by Company or any of its subsidiaries to their respective employees or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Gasonics International Corp)

Certain Agreements Affected by the Merger. Neither the execution and ------------------------------------------ delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any material payment (including, without limitation, any severance, unemployment compensation, golden parachute or bonus payment) becoming due to any director, officer, agent or employee of the Company or any of its subsidiaries or any other third party, (ii) materially increase any benefits otherwise payable by the Company or any of to its subsidiaries to their respective employees or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 1 contract

Samples: Voting Agreement (Gish Biomedical Inc)

Certain Agreements Affected by the Merger. Neither Except as expressly contemplated by this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions transaction contemplated hereby will (i) result in any material payment (including, without limitation, any severance, unemployment compensation, golden parachute parachute, bonus or bonus paymentotherwise) becoming due to any director, officer, agent director or employee of Company Target or any of its subsidiaries or any other third partysubsidiaries, (ii) materially increase any benefits otherwise payable by Company or any of Target to its subsidiaries to their respective employees employees, agents, consultants and directors, or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Multex Com Inc)

Certain Agreements Affected by the Merger. Neither the execution ----------------------------------------- and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (ia) result in any material payment (including, without limitation, any severance, unemployment compensation, golden parachute parachute, bonus or bonus paymentotherwise) becoming due to any director, officer, agent director or employee of Company Target or any of its subsidiaries or any other third partySubsidiaries, (iib) materially increase any benefits otherwise payable by Company or any of its subsidiaries to their respective employees Target, or (iiic) result in the acceleration of the time of payment or vesting of any such benefits.

Appears in 1 contract

Samples: Escrow Agreement (Netcentives Inc)

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