Common use of 280G Approval Clause in Contracts

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. (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 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 “Section 280G PAYMENTS"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 Closing, the Company shall deliver to Buyer certification that (Aa) a Stockholder stockholder vote was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite Stockholder stockholder approval was obtained with respect to any Section 280G Payments that were subject to the Stockholder stockholder vote, or (B) that the Stockholder 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 stockholder vote.

280G Approval. (a) . As soon as reasonably practicable after the execution of this Agreement, the The Company shall promptly, submit to the Company Stockholders for approval by the requisite vote (in a manner reasonably satisfactory to BuyerParent), by such number of the Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or or benefits that may may, separately or in the aggregate, constitute "a “parachute payments," payment” within the meaning of Section 280G(b)(2) of the Code in connection with the transactions contemplated by this Agreement ("SECTION “Section 280G PAYMENTS"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 withheldParent), such that all such Section 280G Payments payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Effective Time the Company shall deliver to Buyer certification that (A) Parent evidence satisfactory to Parent that, as to any such Section 280G Payments, a Stockholder vote of the Company Stockholders was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the either (a) that such requisite Stockholder stockholder approval was obtained with respect to any Section 280G Payments that were subject to Payment (the Stockholder vote, “280G Approval”); or (Bb) that the Stockholder approval of 280G Approval was not obtained with respect to any Section 280G Payments was not obtained and Payment and, as a consequence, that such payments and/or 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 280G Waivers, which were executed by the affected individuals prior to the Stockholder votevote of the stockholders of the Company.

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 BuyerParent), 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 "“excess parachute payments," ” within the meaning of Section 280G(b)(2) of the Code ("SECTION “Section 280G PAYMENTS"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 withheldParent), such that such Section 280G Payments shall not be deemed to be Section 280G Payments, and prior to the Effective Time Closing the Company shall deliver to Buyer Parent 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. (a) . As soon as reasonably practicable after the execution of this Agreement, the The Company shall submit to the Stockholders Shareholders for approval (in a manner reasonably satisfactory to BuyerParent), by such number of Stockholders Shareholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments payment and/or benefits that may may, separately or in the aggregate, constitute "a “parachute payments," payment” within the meaning of Section 280G(b)(2) of the Code ("SECTION “Section 280G PAYMENTS"Payments”) (which initial determination shall be made by the Company and shall be subject to review and approval by BuyerParent, which approval shall not be unreasonably withheld)withheld unreasonably, such that all such Section 280G Payments payments and benefits shall not be deemed to be Section 280G PaymentsPayments (the “280G Approval”), and prior to the Effective Time the Company shall deliver to Buyer certification Parent evidence satisfactory to Parent that (A) a Stockholder Shareholder vote was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the that (x) such requisite Stockholder approval 280G Approval was obtained with respect to any Section 280G Payments that were subject to the Stockholder votePayment, or (By) that the Stockholder approval of 280G Approval was not obtained with respect to any Section 280G Payments was not obtained Payment and as a consequence, that such payments and/or benefits Section 280G Payment shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Paymentsprovided, pursuant to the waivers of those payments and/or benefits duly which were executed by the affected individuals prior to the Stockholder voteShareholder vote in accordance with Section 6.12.

280G Approval. (a) . As soon as reasonably practicable after the execution of this Agreement, the The Company shall promptly, submit to the Stockholders shareholders of the Company for approval by the requisite vote (in a manner reasonably satisfactory to BuyerParent), by such number of Stockholders shareholders of the Company as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that may may, separately or in the aggregate, constitute "a “parachute payments," payment” within the meaning of Section 280G(b)(2) of the Code ("SECTION “Section 280G PAYMENTS"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 withheldParent), such that all such Section 280G Payments payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Effective Time the Company shall deliver to Buyer certification Parent evidence satisfactory to Parent that (A) a Stockholder vote of the shareholders of the Company was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the that such requisite Stockholder shareholder approval was obtained with respect to any Section 280G Payments that were subject to Payment (the Stockholder vote“280G Approval”), or (B) that the Stockholder approval of 280G Approval was not obtained with respect to any Section 280G Payments was not obtained Payment 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 280G Waivers, which were executed by the affected individuals prior to the Stockholder votevote of the shareholders of the Company.