Common use of Change of Control Arrangements Clause in Contracts

Change of Control Arrangements. (a) Neither the execution and delivery of this Agreement, the Offer, the consummation of the Merger or the other transactions contemplated by this Agreement nor compliance with the terms hereof will (either alone or in conjunction with any other event), except as otherwise set forth in Section 4.11(a) of the Company Disclosure Letter, (i) entitle any current or former employee, officer, director or consultant of the Company (each, a “Company Participant”) to enhanced severance or termination pay, change in control or similar payments or benefits, (ii) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any Company Participant, (iii) trigger any payment or funding (through a grantor trust or otherwise) of any compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, or increase the cost of, any Company Benefit Plan (as defined in Section 4.14(a)) or Company Benefit Agreement (as defined in Section 4.14(a)) or (iv) result in any breach or violation of, or a default under, any Company Benefit Plan or Company Benefit Agreement. Section 4.11(a) of the Company Disclosure Letter sets forth (x) the Company’s reasonable, good faith estimate of the payments and the fair market value of all non-cash benefits (other than benefits pursuant to Company Common Stock held by any Company Participant that does not constitute restricted shares as of the date hereof) that may become payable or be provided to each Company Participant under the Company Benefit Plans and Company Benefit Agreements (assuming for such purpose that such individual’s employment were terminated immediately following the Effective Time as if the Effective Time were the date hereof) and (y) the “base amount” (as defined in Section 280G(b)(3) of the Code) for each “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1), estimated as of the date of Closing. (b) No Company Participant who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) is entitled to receive any additional payment (e.g., any Tax gross up or other payment) from the Company, Parent or any other Person in the event that the excise Tax required by Section 4999(a) of the Code is imposed on such disqualified individual.