No Excess Parachute Payments. To the best knowledge of the Company, ---------------------------- no amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Plan currently in effect constitutes an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code and the proposed regulations thereunder).
Appears in 2 contracts
Sources: Merger Agreement (Hollywood Park Inc/New/), Merger Agreement (Hollywood Park Inc/New/)
No Excess Parachute Payments. To the best knowledge of the Company, ---------------------------- no Any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company Viasoft or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Plan benefit plan currently in effect constitutes would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code and Revenue Code). There is no agreement, contract or arrangement to which Viasoft or any of its subsidiaries is a party that may result in the proposed regulations thereunder)payment of any amount that would not be deductible pursuant to Sections 280G, 162 or 404 of the Revenue Code.
Appears in 2 contracts
Sources: Merger Agreement (Compuware Corporation), Merger Agreement (Viasoft Inc /De/)
No Excess Parachute Payments. To the best knowledge of the Company, ---------------------------- no Any amount that could be received ---------------------------- (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Benefit Plan currently in effect constitutes would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code and Code). There is no agreement, contract or arrangement to which the proposed regulations thereunder)Company or any of its subsidiaries is a party that may result in the payment of any amount that would not be deductible pursuant to Sections 280G, or to the knowledge of the Company, 162(m) or 404 of the Code.
Appears in 2 contracts
Sources: Merger Agreement (Netframe Systems Inc), Merger Agreement (Micron Technology Inc)
No Excess Parachute Payments. To the best knowledge of the Company, ---------------------------- no Any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of the Company or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Benefit Plan currently in effect constitutes would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code and Revenue Code). There is no agreement, contract or arrangement to which the proposed regulations thereunder)Company or any of its subsidiaries is a party that may result in the payment of any amount that would not be deductible pursuant to Sections 280G, 162 or 404 of the Revenue Code.
Appears in 1 contract