Common use of Change of Control Agreements Clause in Contracts

Change of Control Agreements. Except as disclosed in the Company Disclosure Letter or the Recent SEC Reports, 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. Except as set forth in the Company Disclosure Letter, without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with 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. Except as disclosed set forth in the Company Disclosure Letter or SEC Documents filed prior to the Recent SEC Reportsdate 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. Except as set forth in the Company Disclosure Letter, and, without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with 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. Except as disclosed set forth in Section 4.11 of the Company Disclosure Letter or the Recent SEC ReportsLetter, 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. Except as set forth in the Company Disclosure Letter, without Without limiting the generality of the foregoing, no amount paid or payable by the Company or any Subsidiary in connection with 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. Except as disclosed set forth in Section 4.11 of the Company Disclosure Letter or the Recent SEC ReportsLetter, 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 former or current director, officer officer, employee, consultant or employee advisor of the Company. Except as set forth in the Company Disclosure Letter, without Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with the -13- 19 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. Except as disclosed in ---------------------------- the Company Disclosure Letter or the Recent SEC Reports, 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. Except as set forth in the Company Disclosure Letter, without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with 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. Except as disclosed set forth in Section 1.7(a) or the Company Disclosure Letter or Reports filed prior to the Recent SEC Reportsdate hereof, neither the execution and delivery of this Agreement nor the consummation of the Offer, 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. Except as set forth in the Company Disclosure Letter, and, without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with the Offer, 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. Except as disclosed set forth in the Company Disclosure Letter or SEC Documents filed prior to the Recent SEC Reportsdate 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. Except as set forth in the Company Disclosure Letter, and, without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with 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. Except as disclosed set forth in Section 4.11 of the Company Disclosure Letter or the Recent SEC ReportsLetter, 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. Except as set forth in the Company Disclosure Letter, without Without limiting the generality of the foregoing, no amount paid or payable by the Company or any Subsidiary in connection with 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. Except as disclosed in the Company Disclosure Letter or the Recent SEC Reports, neither 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. Except as set forth in the Company Disclosure LetterCarlyle 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 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. Except as disclosed in otherwise contemplated by this Agreement or as set forth on Schedule 3.22 of the Company Disclosure Letter or the Recent SEC ReportsSchedule, 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. Except as set forth in the Company Disclosure Letter, without Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with 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. Except as disclosed set forth in the Company Disclosure Letter or the Recent SEC Reportscontemplated by this Agreement, neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreementhereby, 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 by or benefit from the GCS Entities to any director, officer or officer, employee of the CompanyCompany or any other person. Except as set forth in the Company Disclosure Letter, without Without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with 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. Except as disclosed set forth in Section 1.6 or the Company Disclosure Letter or the Recent SEC ReportsLetter, 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. Except as set forth in the Company Disclosure Letter, without limiting the generality of the foregoing, no amount paid or payable by the Company in connection with 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.