Common use of 280G Approval Clause in Contracts

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 evidence satisfactory to Parent that either (i) any Shareholder stockholder vote required pursuant to Section 5.05 was solicited in conformity with Section 280G(b)(5)(B) 280G of the Code and the regulations promulgated thereunder and the requisite Shareholder stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Shareholder stockholder vote (the “280G Approval”) or (ii) the 280G Approval was not obtained and as a consequence, that the Waived Parachute Payments such “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 5.05affected individuals.

280G Approval. Prior to the Closing, the Company shall have delivered to Parent Buyer evidence satisfactory to Parent Buyer that either (i) any Shareholder shareholder vote required pursuant to Section 5.05 4.11 was solicited in conformity with Section 280G(b)(5)(B) 280G of the Code and the regulations promulgated thereunder and the requisite Shareholder shareholder approval was obtained with respect to any payments and/or benefits that were subject to the Shareholder shareholder vote (the “280G Approval”) or (ii) the 280G Approval was not obtained and as a consequence, that the Waived Parachute Payments such “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.affected individuals;