Common use of Change of Control Agreements Clause in Contracts

Change of Control Agreements. Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (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 or employee of the Company. Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with or by reason of the Merger or the other 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 Code.

Change of Control Agreements. Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (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 or employee of the Company. Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options, 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 Code.

Change of Control Agreements. Neither Except as set forth in the Company SEC Documents filed prior to the date hereof, neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery ofof (except as contemplated by Section 2.3), or increase the amount or value of, any payment or benefit to any director, officer or employee of the Company. Without , and, without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options, Agreement (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 CodeCode .

Change of Control Agreements. Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, Agreement will (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 or employee of the CompanyCompany or any Subsidiary. Without limiting the generality of the foregoing, no amount paid or payable by the Company or any Subsidiary in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options, 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 Code.

Change of Control Agreements. Neither Except as set forth in Section 1.6 herein, neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (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 or employee of the Company. Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of optionsCompany 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 Code.

Change of Control Agreements. Neither Except as otherwise contemplated by this Agreement or as set forth on Schedule 3.22 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (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 or employee of the Company. Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options, Agreement (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 Code.

Change of Control Agreements. Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (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 or employee of the Company. Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options, 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 Code.

Change of Control Agreements. Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery ofof (except as contemplated by Section 5.7), or increase the amount or value of, any payment or benefit to any director, officer or employee of the Company. Without Carlyle or its subsidiaries, and, without limiting the generality of the foregoing, no amount paid or payable by the Company Carlyle or its subsidiaries in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options, Agreement (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 Code.

Change of Control Agreements. Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (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 or employee of the Company. Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with or by reason of the Merger or the other transactions contemplated by this Agreement, including accelerated vesting of options, 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 Code.