Common use of Effect of Acquisition Clause in Contracts

Effect of Acquisition. The consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee or other service provider of Seller, any subsidiary or any ERISA Affiliate to severance benefits or any other payment (including, without limitation, unemployment compensation, golden parachute, bonus or benefits under any Seller Employee Plan), except as expressly provided in this Agreement or (ii) accelerate the time of payment or vesting of any such benefits or increase the amount of compensation due any such employee or service provider. No benefit payable or which may become payable by Seller pursuant to any Seller Employee Plan or as a result of or arising under this Agreement shall constitute an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) which is subject to the imposition of an excise Tax under Section 4999 of the Code or the deduction for which would be disallowed by reason of Section 280G of the Code. Each Seller Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material liability to Parent and/or Purchaser, as the case may be, or Seller (other than ordinary administration expenses typically incurred in a termination event).

Effect of Acquisition. The consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee or other service provider of SellerSellers, any subsidiary or any ERISA Affiliate of the Company to severance benefits or any other payment (including, without limitation, unemployment compensation, golden parachute, bonus or benefits under any Seller Sellers Employee Plan), except as expressly provided in this Agreement or (ii) accelerate the time of payment or vesting of any such benefits or increase the amount of compensation due any such employee or service provider. No benefit payable or which may become payable by Seller Sellers pursuant to any Seller Sellers Employee Plan or as a result of or arising under this Agreement shall constitute an "“excess parachute payment" ” (as defined in Section 280G(b)(1) of the Code) which is subject to the imposition of an excise Tax under Section 4999 of the Code or the deduction for which would be disallowed by reason of Section 280G of the Code. Each Seller Sellers Employee Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material liability to Parent and/or Purchaser, as the case may be, or Seller Sellers (other than ordinary administration expenses typically incurred in a termination event).