Common use of Effective Time; Term Clause in Contracts

Effective Time; Term. This Agreement shall constitute a binding obligation of the parties as of the date hereof, but the operative provisions of this Agreement shall only become effective as of the Effective Time; provided, however, that this Agreement will be null and void ab initio and of no further force or effect (and the Prior Change of Control Agreement shall be deemed to thereupon remain in effect) if the Merger Agreement is terminated prior to the Effective Time. Upon the effectiveness of this Agreement upon the occurrence of the Effective Time, the Prior Change of Control Agreement shall cease to have any further force or effect and shall be deemed replaced in its entirety by this Agreement. The parties agree that no payments or benefits shall be provided pursuant to the Prior Change of Control Agreement unless and until this Agreement is terminated due to the termination of the Merger Agreement without the Effective Time having occurred.

Effective Time; Term. This Agreement shall constitute a binding obligation of the parties as of the date hereof, but the operative provisions of this Agreement shall only become effective as of the Effective Time; provided, however, that this Agreement will be null and void ab initio and of no further force or effect (and the Prior Change of Control Agreement shall be deemed to thereupon remain in effect) if the Merger Agreement is terminated prior to the Effective Time. Upon the effectiveness of this Agreement upon the occurrence of the Effective Time, the Prior Change of Control Agreement shall cease to have any further force or effect and shall be deemed replaced in its entirety by this Agreement. The parties agree that no “Change of Control” payments or benefits benefits, pursuant to Section 4 of the Prior Change of Control Agreement, shall be provided pursuant to the Prior Change of Control Agreement unless and until this Agreement is terminated due to the termination of the Merger Agreement without the Effective Time having occurred.