Effect of the Transactions. Notwithstanding anything in this Agreement to the contrary, this Agreement shall become effective only if the Transactions are consummated and the Effective Date occurs. If the Transactions are not consummated and the Effective Date does not occur, this Agreement shall be void ab initio and of no force or effect.
Effect of the Transactions. Except as would not be material, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event that, standing alone, would not by itself trigger such entitlement or acceleration, (i) entitle any current or former employee, officer, independent contractor or other service provider of any Group Company to any severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (ii) except as set forth on Schedule 4.15(g)(ii), accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, officer, independent contractor or other service provider.
Effect of the Transactions. No Seller will be obligated to make, or is a party to any Contract that would result in, separately or in the aggregate, in the payment of, any such “excess parachute payments” as a result of the transactions contemplated by this Agreement. Except as set forth in Section 5, there is no vesting, accelerated funding, or additional accumulation of compensation or benefits that will be triggered by the transactions contemplated by this Agreement.
Effect of the Transactions. At the Effective Time, the effect of the Transactions shall be as provided in this Agreement and the provisions of the Applicable Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) all the issued and outstanding securities of Cambridge shall be automatically converted into securities of Surviving Pubco as provided herein, (ii) all the property, rights, privileges, powers and franchises of Cambridge shall vest in Surviving Pubco and all debts, liabilities and duties of Cambridge shall become the debts, liabilities and duties of Surviving Pubco and (iii) the Company shall continue its existence as a wholly owned subsidiary of Surviving Pubco.
Effect of the Transactions. Except as otherwise provided in Section 3.18(g) of the Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee or officer of the Company or any Subsidiary to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer. Except as otherwise provided in Section 3.18(g) of the Company Disclosure Letter, no amounts payable under the Company Employee Plans will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code. The Company (and its Subsidiaries) are not obligated to gross-up, indemnify or otherwise reimburse any Person for Taxes (or potential taxes) imposed (or potentially imposed) pursuant to Section 4999 of the Code.
Effect of the Transactions. The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee or officer of Holdings or any Subsidiary to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer. No amounts payable under the Holdings Employee Plans will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code and Holdings is not obligated to gross-up, indemnify or otherwise reimburse any Person for Taxes (or potential taxes) imposed (or potentially imposed) pursuant to Section 4999 of the Code.
Effect of the Transactions. The Parties acknowledge and agree that following the consummation of the transactions contemplated hereby (the “Transactions”), Intermediate will directly (and SIC will indirectly, through its direct ownership of Intermediate) hold all of the issued and outstanding equity interests in RDS and ASG.
Effect of the Transactions. None of NATCO or its Subsidiaries will, as a result of the Transactions (either alone or together with other events), make or become obligated to make an "excess parachute payment" as defined in section 280G of the Code or a payment that is not deductible under section 162(m) of the Code. No current or former employee, director, agent, independent contractor or officer of NATCO or any of its Subsidiaries is or will become entitled to severance pay or unemployment compensation, additional or new compensation, benefits or other compensatory payment, or an increase in the amount of compensation, benefits or other compensatory payment, in connection with or as a result of consummating the Transactions. Neither the vesting nor the timing of the payment of any such compensation, benefit or other compensatory payment in respect of any such employee, director or other Person has been or will be accelerated in connection with or as a result of consummating the Transactions.
Effect of the Transactions. At the Effective Time, the effect of the Transactions shall be as provided in this Agreement and the applicable provisions of the DGCL, the Companies Law, the IBCA and other applicable provisions of law (collectively, the “Applicable Law”). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (a) all the issued and outstanding securities of Sino shall be automatically converted into securities of Surviving Pubco as provided in Section 1.6, (b) all the property, rights, privileges, powers and franchises of Sino shall vest in Surviving Pubco, and all debts, liabilities and duties of Sino shall become the debts, liabilities and duties of Surviving Pubco and (c) the Company shall continue its existence as a wholly owned subsidiary of Surviving Pubco.
Effect of the Transactions. The effect of the Transactions shall be as provided in this Agreement and Applicable Law. Without limiting the generality of the foregoing, and subject thereto, as part of the Amalgamation at the Effective Time, (i) all the issued and outstanding securities of Harmony shall be cancelled and converted into a like type and number of securities of Mundo as provided herein, (ii) all outstanding Class A common shares of Merger Sub (“Merger Sub Class A Common Shares”) and Class B common shares of Merger Sub (“Merger Sub Class B Common Shares” and together with the Merger Sub Class A Common Shares, and the “Merger Sub Common Shares”) shall be cancelled and converted into a like type and number of securities of Mundo as provided herein, (iii) all Company Options (as defined below) that remain outstanding at the Closing shall be cancelled and converted into Mundo Options as provided herein, and (iv) all the property, rights, privileges and franchises of Harmony, the Company and Merger Sub shall vest in Mundo and all debts, liabilities and duties of Harmony, the Company and Merger Sub shall become the debts, liabilities and duties of Mundo. Upon the Amalgamation, the total number of Mundo Shares and cash issued and delivered by Mundo to the Shareholders pursuant to the Amalgamation Agreement (other than the Contingent Shares) shall not exceed 10,931,373 Mundo Shares and $25,000,000, respectively.
