Common use of Effect of Transaction Clause in Contracts

Effect of Transaction. (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 as in effect prior to the Closing that will or could 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) No payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates in connection with the Merger 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) The execution of this Agreement Agreement, the sale of the Acquired Assets 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 the Seller Employee Plan, any Employee Agreement, trust or loan as in effect prior to the Closing that will or could reasonably be expected to 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) No payment or benefit which will or may be made by the Company Seller or Parent Buyer or any of their respective affiliates in connection with the Merger 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. (iExcept as set forth on Section 3.12(f) The 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, Plan or Employee Agreement, trust Agreement or loan as in effect prior to the Closing otherwise that will or could reasonably be expected to may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtednessIndebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (ii) . No payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates in connection with the Merger with respect its ERISA Affiliates 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) The execution of this Agreement Agreement, the sale of the Acquired Assets 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 as in effect prior to the Closing that will or could reasonably be expected to 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) No payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates in connection with the Merger 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) The Except as set forth on Section 2.24(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 as in effect prior to the Closing that will or could reasonably be expected to 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) No payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates in connection with the Merger its Affiliates with respect to any Employee as a result of 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 CodeCode (but without regard to clause (ii) thereof).

Effect of Transaction. (i) The Except as set forth on Section 2.13(i) of the Company 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 Employee Plan, Employee Agreement, trust or loan as in effect prior to the Closing that will or could reasonably be expected to 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) No payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates in connection with the Merger its 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) The Except as provided in Section 1.6 of this Agreement, 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 as in effect prior to the Closing that will or could reasonably be expected to 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) No payment or benefit which will or may be made by the Company or Parent or any of their respective its affiliates in connection with the Merger 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) 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 as in effect prior to the Closing or applicable law that will or could 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 EmployeeEmployee that would have a material adverse effect on the Business of Company. (ii) No payment or benefit which that will or may be made by the Company or Parent or any of their respective affiliates in connection with the Merger Affiliate 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) The execution of this Agreement and the consummation of the transactions specifically contemplated hereby by this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Seller Employee Plan, Employee Agreement, trust or loan as in effect prior to the Closing that will or could reasonably be expected to 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 EmployeeEmployee for which Purchaser will become obligated in any respect. (ii) No payment or benefit which will or may be made by the Company Seller or Parent Purchaser or any of their respective affiliates in connection with the Merger 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) The Except as set forth on Section 5.24(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 as in effect prior to the Closing that will or could reasonably be expected to 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) No payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates in connection with the Merger its Affiliates with respect to any Employee as a result of 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 CodeCode (but without regard to clause (ii) thereof).

Effect of Transaction. (i) The Except as provided in Section 1.6 of this Agreement, 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 as in effect prior to the Closing that will or could reasonably be expected to 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) No payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates in connection with the Merger 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) The Except as provided in Section 1.6 of this Agreement, 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 as in effect prior to the Closing that will or could reasonably be expected to 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) No payment or benefit which will or may be made by the Company or Parent or any of their respective its affiliates in connection with the Merger 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) The Except as contemplated in Section 1.6(e), 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 as in effect prior to the Closing that will or could reasonably be expected to 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) No payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates in connection with the Merger 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) The Except as set forth on Schedule 2.11(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 Employment Agreement, trust or loan as in effect prior to the Closing that will or could reasonably be expected to 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) No payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates in connection with the Merger 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) The Except as contemplated by Sections 5.20 and 5.21, 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 Employment Plan, Employee Agreement, trust or loan as in effect prior to the Closing that will or could reasonably be expected to 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) No payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates in connection with the Merger 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) The Except as provided in Section 1.6 of this Agreement, 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 as in effect prior to the Closing that will or could reasonably be expected to 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) No payment or benefit which will or may be made by the Company or Parent or any of their respective affiliates in connection with the Merger 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) The Except as set forth on Schedule 2.23(f)(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 as in effect prior to the Closing that will or could reasonably be expected to 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) No payment or benefit of which will or may be made by the Company or Parent Acquiror or any of their respective affiliates in connection with the Merger with respect to any Employee will be characterized as an "excess parachute payment", ," within the meaning of Section 280G(b)(1) of the Code.