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

Certain Agreements Affected by the Merger. Except as disclosed in Section 3.18 of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will (a) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any officer, director or employee of the Company or any of its subsidiaries, (b) materially increase any benefits under the Company Employee Plans or (c) result in the acceleration of the time of payment or vesting of any such benefits. No payment which will or may be made by the Company or any of its subsidiaries to any employee will be characterized as an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code.

Certain Agreements Affected by the Merger. Except as disclosed in Section 3.18 of the Company Disclosure Letter, neither Neither the execution and delivery of this Agreement or the Ancillary Agreements nor the consummation of the Transactions will transaction contemplated hereby or thereby will, (ai) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any officer, director or employee of the Company or any of its subsidiaries, (bii) materially increase any benefits under otherwise payable by the Company Employee Plans or any of its subsidiaries or (ciii) result in the acceleration of the time of payment or vesting of any such benefits. No payment which will or may be made by the Company or any of its subsidiaries to any employee will be characterized as an "excess parachute payment" within the meaning of Section section 280G(b)(1) of the Code.