Common use of Effect of Transaction Clause in Contracts

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii), no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i2.20(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii2.20(i), no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates its Affiliates with respect to any Employee will be characterized as an a "excess parachute payment", ," within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i)Section 2.11(i) of the Company Schedule, the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii)Section 2.11(i) of the Company Schedule, no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates its Affiliates with respect to any Employee will be characterized as an a "excess parachute payment", ," within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i1) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i)Section 3.12(i)(1) of the Disclosure Schedules, the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Target Employee Plan, Employee Target Employment Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Target Employee. (ii2) Except as set forth on Schedule 2.20(h)(ii)Section 3.12(i)(2) of the Disclosure Schedules, no payment or benefit benefit, which will or may be made by the Company Target or Parent or any of their respective affiliates its Target Affiliates with respect to any Employee Target Employee, will be characterized as an a "excess parachute payment", ," within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i2.20(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii2.20(i), no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", ," within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as expressly required or provided in Section 1.6 of by this Agreement or as set forth on Schedule 2.20(h)(i)required by applicable law, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Employment Agreement, trust or loan that will or may would reasonably be expected to result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii), no No payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates its Affiliates with respect to any Employee will be characterized as an "excess a “parachute payment", ,” within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i)2.11(i) of the Occam Schedules, the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Occam Employee Plan, Employee Employment Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii)2.11(i) of the Occam Schedules, no payment or benefit which will or may be made by the Company Occam or Parent or any of their respective affiliates its Affiliates with respect to any Employee or any other "disqualified individual" (as defined in Code Section 280G and the regulations thereunder) will be characterized as an a "excess parachute payment", ," within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii), no No payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", ," within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i)Section 3.16(g)(i) of the Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii)Section 3.16(g)(ii) of the Disclosure Schedule, no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates its ERISA Affiliates with respect to any Employee or any other "disqualified individual" (as defined in Code Section 280G and the regulations thereunder) will be characterized as an a "excess parachute payment", ," within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i) Except as provided set forth in Section 1.6 2.11(i)(i) of this Agreement or as set forth on Schedule 2.20(h)(i)the Company Schedule, the execution of this Agreement and the consummation of the transactions contemplated hereby Transactions will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Employment Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii), no No payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates its Affiliates with respect to any Employee or any other "disqualified individual" (as defined in Code Section 280G and the regulations thereunder) will be characterized as an a "excess parachute payment", ," within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i)Section 2.21(i) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii)Section 2.21(i) of the Company Disclosure Schedule, no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates its Affiliates with respect to any Employee will be characterized as an a "excess parachute payment", ," within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i) Except as provided described in Section 1.6 2.11(i) of this Agreement or as set forth on Schedule 2.20(h)(i)the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employeeofficer or employee of the Company. (ii) Except as set forth on Schedule 2.20(h)(ii), no No payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", ," within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i)2.20(i) of the Stockholder Disclosure Letter, the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii), no No payment or benefit which will or may be made by the Company or Parent Company, WW or any of their respective affiliates Subsidiary with respect to any Employee will be characterized as an "excess parachute payment", within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(iSection 2.20(i) of the Company Disclosure Schedule: (x), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. ; and (iiy) Except as set forth on Schedule 2.20(h)(ii), no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates with respect to any Employee or any other “disqualified individual” (as defined in Code Section 280G and the regulations thereunder) will be characterized as an "excess a “parachute payment", ,” within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i)in Part 2.21(h)(i) of the Company Disclosure Letter, the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii)in Part 2.21(h)(ii) of the Company Disclosure Letter, no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) 2.20.8.1 Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i)in Section 2.20.8.1 of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii), no 2.20.8.2 No payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", ," within the meaning of Section 280G(b)(128OG(b)(1) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i2.23(h)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii2.23(h)(ii), no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii), no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i2.26(i)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii2.26(i)(ii), no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates with respect to any Employee resulting from this transaction will be characterized as an "excess parachute payment", within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i2.15(h)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company East Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii2.15(h)(ii), no payment or benefit which will or may be made by the Company East or Parent or any of their respective affiliates with respect to any Employee as a result of the transactions contemplated by this Agreement will be characterized as an "excess parachute payment", within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i2.19(h)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii2.19(h)(ii), no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under the terms of any Company Employee Plan, Employee Agreement, trust or loan Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii), no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates Affiliates with respect to any Employee will be characterized as an "excess parachute payment", within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i) Except as provided set forth in Section 1.6 Part 2.17(i) of the Company Disclosure Schedule, neither the execution or delivery of this Agreement or as set forth on Schedule 2.20(h)(i), the execution of this Agreement and nor the consummation of any of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii)in Part 2.17(i) of the Company Disclosure Schedule, no payment or benefit which will or that may be made by any of the Company or Parent Acquired Corporations or any of their respective affiliates Affiliate with respect to any Employee will be characterized as an a "excess parachute payment", ," within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i2.21(h)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii)2.21(h)(ii) with respect to any written agreement entered into by the Company, no payment or benefit which will or may be made by the Company or Parent Acquiror or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 1.9 of this Agreement or as set forth on in Schedule 2.20(h)(i2.25(i)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on in Schedule 2.20(h)(ii2.25(i)(ii), no payment or benefit which will or may be made by the Company or Parent or any of their its respective affiliates with respect to any Employee resulting from the transactions contemplated by this Agreement or otherwise will be characterized as an a "excess parachute payment", within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i)in Section 3.21(i) of the Seller Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Seller Employee Plan, Employee Employment Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii), no or result in any payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates Seller with respect to any Employee that will be characterized as an "excess a “parachute payment", ” within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i2.15(h)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii2.15(h)(ii), no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", ," within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i2.21(h)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii)2.21(h)(ii) with respect to any written agreement entered into by the Company, no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates with respect to any Employee will be characterized as an "excess parachute payment", within the meaning of Section 280G(b)(1) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i2.20(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii2.20(i), no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates its Affiliates with respect to any Employee will be characterized as an "excess a “parachute payment", ,” within the meaning of Section 280G(b)(1280G(b)(2) of the Code.

Effect of Transaction. (i) Except as provided in Section 1.6 of this Agreement or as set forth on Schedule 2.20(h)(i3.10(i), the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) Except as set forth on Schedule 2.20(h)(ii3.10(i), no payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates its Affiliates with respect to any Employee will be characterized as an a "excess parachute payment", ," within the meaning of Section 280G(b)(1280G(b)(2) of the Code.