Common use of Change of Control Agreement Clause in Contracts

Change of Control Agreement. Neither the execution and delivery of the Basic Agreements nor the consummation of the Transactions (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any director, officer, employee or consultant of Buyer. Without limiting the generality of the foregoing, no amount paid or payable by Buyer in connection with the Transactions contemplated by this Agreement, including accelerated vesting of options (either solely as a result thereof or as a result of such transactions in conjunction with any other event), will be an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code.

Change of Control Agreement. Neither the execution and delivery of the Basic Agreements nor the consummation of the Transactions (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any director, officer, employee or consultant of Buyer. Without limiting the generality of the foregoing, no amount paid or payable by Buyer in connection with the Transactions contemplated by this Agreement, including accelerated vesting of options (either solely as a result thereof or as a result of such transactions in conjunction with any other event), will be an "excess parachute payment" payment within the meaning of Section 280G of the Internal Revenue Code.