Common use of 280G Approval Clause in Contracts

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. The Company shall use commercially reasonable efforts to (a) No later than secure from each Person who is a Disqualified Individual and who has the Closing Dateright to any payments or benefits that may, to separately or in the extent applicableaggregate, 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 constitute “parachute payments” under Section 280G of the Code (“Parachute 280G Payments”) a waiver of such Person’s rights 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) any such payments and the Treasury regulations thereunder in all material respects benefits (the “280G ApprovalWaived Benefits”). To ) so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the extent any individual has the legal right to a payment or benefit that would constitute a Parachute Payment if the meaning of Section 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)(iiCode) if the 280G Approval does not occur. and (b) Notwithstanding any provision in this Agreement submit to the contraryrelevant stockholders for approval in accordance with the stockholder approval rules of Section 280G of the Code any 280G Waived Benefits; provided, no individual who is a disqualified individual however, that any amounts or other entitlements that could be received by any Disqualified Individual in connection with agreements or arrangements entered into with the Buyers or their Affiliates, whether prior to, on or after the date hereof shall be disregarded for purposes of determining compliance with this Section 5.16 unless such agreements or arrangements (including all information required to determine the aggregate present value of the “parachute payments” (each, as defined in Section 280G of the Code) such person could receive thereunder) have been provided to the Company no later than fifteen (15) Business Days following the date hereof. All materials produced by the Company or its advisors in connection with respect to a foreign corporation the stockholder vote shall be entitled provided to any benefit or payment provided under this Agreement (includingthe Buyers reasonably in advance for the Buyers’ review and comment, 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 which comments the Company has approved shall consider in good faith and not unreasonably omit to reflect in the final versions of such payments in accordance with the 280G Approvaldocuments.

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 57 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.