280G Approval. To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that could be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), the Company will: (a) no later than ten (10) days prior to the Closing Date, use commercially reasonable efforts to solicit and obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder); and (b) no later than three (3) days prior to the Closing Date, with respect to each individual who agrees to the waiver described in clause (a) above, submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, in the manner required under Section 280G(b)(5) of the Code and the regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q&A 7 of Section 1.280G-1 of such regulations), the right of any such “disqualified individual” to receive the Waived 280G Benefits. Prior to, and in no event later than four (4) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and approval materials to Parent for its reasonable review and comment, and the Company shall consider in good faith any changes reasonably requested by Parent. No later than seven (7) days prior to soliciting the waivers, the Company shall provide Parent with the calculations and related documentation to determine whether and to what extent the vote described in this Section 7.5 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing and whether the requisite number of votes of the stockholders of the Company was obtained with respect to the Waived 280G Benefits or that the vote did not pass and the Waived 280G Benefits will not be paid or retained.
280G Approval. (a) . As soon as reasonably practicable after the execution of this Agreement, the Company shall submit to the Stockholders for approval (in a manner reasonably satisfactory to Buyer), by such number of Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that may separately or in the aggregate, constitute "parachute payments," within the meaning of Section 280G(b)(2) of the Code ("SECTION 280G PAYMENTS") (which initial determination shall be made by the Company and shall be subject to review and approval by Buyer, which shall not be unreasonably withheld), such that such Section 280G Payments shall not be deemed to be Section 280G Payments, and prior to the Effective Time the Company shall deliver to Buyer certification that (A) a Stockholder vote was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite Stockholder approval was obtained with respect to any Section 280G Payments that were subject to the Stockholder vote, or (B) that the Stockholder approval of Section 280G Payments was not obtained and as a consequence, that such payments and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments and/or benefits duly executed by the affected individuals prior to the Stockholder vote.
280G Approval. Prior to the Closing, the Company shall have delivered to Parent evidence satisfactory to Parent that either (i) any Shareholder vote required pursuant to Section 5.05 was solicited in conformity with Section 280G(b)(5)(B) of the Code and the requisite Shareholder approval was obtained with respect to any payments and/or benefits that were subject to the Shareholder vote (the “280G Approval”) or (ii) the 280G Approval was not obtained and as a consequence, that the Waived Parachute Payments shall not be made or provided, pursuant to the waivers of those payments and/or benefits which were executed by the Disqualified Individuals in accordance with Section 5.05.
280G Approval. Prior to the Closing, the Company shall have delivered to Parent (i) a parachute payment waiver from each Disqualified Individual prior to the solicitation of the Section 280G Approval and (ii) evidence satisfactory to Parent that either (A) the Section 280G Approval was obtained or (B) the Section 280G Approval was not obtained and as a consequence, that the Waived Parachute Payments shall not be made or provided, pursuant to the waivers of those payments and/or benefits which were executed by the Disqualified Individuals in accordance with Section 5.05.
280G Approval. (a) No later than the Closing Date, to the extent applicable, the Company’s foreign subsidiaries shall submit for approval the payment of any amount or the provision of any benefit that would not be deductible by reason of Section 280G of the Code (“Parachute Payments”) to a vote of the Company (as sole owner of the foreign subsidiary) in a manner that satisfies all applicable requirements of Code Section 280G(b)(5)(B) and the Treasury regulations thereunder in all material respects (the “280G Approval”). To the extent any individual has the legal right to a payment or benefit that would constitute a Parachute Payment if the 280G Approval does not occur, the Company shall use commercially reasonable efforts to obtain, prior to the date of the 280G Approval, an agreement from such individual to waive his or her rights to receive any amount in excess of the permissible maximum payment amount specified under Code Section 280G(b)(2)(A)(ii) if the 280G Approval does not occur.
(b) Notwithstanding any provision in this Agreement to the contrary, no individual who is a disqualified individual (as defined in Section 280G of the Code) with respect to a foreign corporation shall be entitled to any benefit or payment provided under this Agreement (including, without limitation, any Retention RSUs, Retention Options, bonus under Schedule 4.2(q) or acceleration pursuant to Schedule 1.6) that would, when combined with other payments and benefits, constitute a “parachute payment” under Section 280G of the Code, unless, prior to Closing the Company has approved such payments in accordance with the 280G Approval.
280G Approval. To the extent the Parachute Payment Vote (as defined below) is permitted by the Regulations (as defined below), and Employee agrees to waive (as would be required under the Regulations) the right to all or any portion of the payment or benefit Employee would receive pursuant to a Change in Control as a result of the provisions of this Agreement that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) be subject to the exercise tax imposed by Section 4999 of the Code (the “At-Risk” Payments), the Company shall use commercially reasonable efforts to timely solicit stockholder approval of the At-Risk Payments (the “Parachute Payment Vote”) in accordance with the requirements of Treasure Regulations § 1.280G-1, Q&A-7 or any successor thereto (the “Regulations”).
280G Approval. Prior to Closing, each Seller and each Acquired Company shall seek shareholder approval requirements of subparagraph (B) of Section 280G(b)(5) of the Code prior to Closing with respect to any parachute payment (within the meaning of Section 280G(b)(2) of the Code if the threshold amount set forth in subparagraph (ii) Section 280G(b)(2)(A) of the Code is equaled or exceeded in respect of either the consummation of the transactions contemplated by this Agreement or any event treated as contingent on the consummation of such transactions pursuant to Question and Answer 22(b) of Treasury Regulations Section 280G 1(b).
280G Approval. The Company will use its reasonable best efforts to obtain the approval and adoption by HoldCo prior to the Closing of any payments or benefits that may not be deductible by reason of Section 280G of the Code, in a manner which meets the approval of Parent which approval shall not be unreasonably withheld, and in a manner which would satisfy all applicable requirements of Section 280G(b)(5)(B) of the Code and the proposed Treasury Regulations thereunder.
280G Approval. No later than five (5) days prior to the Closing Date, the Company shall use its reasonable best efforts to seek the approval by such number of stockholders of the Company as is required by the terms of Section 280G(b)(5)(B) of the Code so that no payments and/or benefits provided pursuant to Benefit Plans constitute “excess parachute payments” as defined in Section 280G(b)(1) of the Code. Prior to the stockholder approval referenced in the preceding sentence, the Company shall have used its reasonable best efforts to obtain a waiver of the right to receive payments and/or benefits that reasonably could constitute “excess parachute payments,” in a form reasonably acceptable to the Parent, from each “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder).
280G Approval. Prior to the Closing, the Company shall satisfy the approval requirements of Section 280G(b)(5)(B) of the Code with respect to all payments to be made to disqualified individuals (withing the meaning of Section 280G of the Code) in connection with the transactions contemplated hereby, including, without limitation, the Bonus Pool and no such payments shall be made unless such approval is obtained.
