Common use of 280G Approvals Clause in Contracts

280G Approvals. The Company shall submit to the Company Shareholders for approval (in a form and manner satisfactory to Buyer), by such number of Company Shareholders 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” (which determination shall be made by the Company and shall be subject to review and approval by Buyer) (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code. Prior to the Effective Time the Company shall deliver to Buyer evidence satisfactory to Buyer that (i) a Company Shareholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite Company Shareholder approval was obtained with respect to any payments and/or benefits that were subject to the Company Shareholder vote (the “280G Approval”), or (ii) that the 280G Approval was not obtained and as a consequence, that such “parachute payments” shall not be made or provided, pursuant to the waivers of those payments and/or benefits which were executed by the affected individuals prior to seeking the Company Shareholder vote.

280G Approvals. The Company shall submit to the Company Shareholders Stockholders for approval (in a form and manner reasonably satisfactory to BuyerAcquiror), by such number of Company Shareholders 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” (which determination shall be made by the Company and shall be subject to review and approval by BuyerAcquiror, which approval shall not be unreasonably withheld) (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), such that all such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the CodeCode (the “280G Solicitations”). Prior to the First Effective Time the Company shall deliver to Buyer Acquiror evidence satisfactory to Buyer Acquiror that (i) a Company Shareholder Stockholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite Company Shareholder Stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Company Shareholder Stockholder vote (the “280G Approval”), or (ii) that the 280G Approval was not obtained and as a consequence, that such “parachute payments” shall not be made or provided, pursuant to the waivers of those payments and/or benefits which were 280G Waivers executed by the affected individuals prior to seeking the Company Shareholder vote280G Solicitations.

280G Approvals. The Company shall shall, submit to the Company Shareholders for approval (in a form and manner reasonably satisfactory to Buyer)the Buyers) at least three (3) Business Days prior to the Closing, by such number of Company Shareholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or or benefits that otherwise may separately or in the aggregate, constitute “parachute payments” (which determination shall be made by the Company and shall be subject to review and approval by Buyer) (within the meaning of Section 280G of the Code and the regulations promulgated thereunder)”, such so that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code. Prior to the Effective Time Closing Date the Company shall deliver to Buyer the Buyers evidence satisfactory to Buyer the Buyers that (i) a Company Shareholder shareholder vote was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder thereunder, and the requisite Company Shareholder shareholder approval was obtained with respect to any payments and/or or benefits that were subject to the Company Shareholder shareholder vote (the “280G Approval”), or (ii) that the 280G Approval was not obtained obtained, and as a consequence, each Person who otherwise might receive any payments or benefits in connection with the Acquisition that constitute “parachute payments” within the meaning of Section 280G of the Code entered into a 280G waiver (the “280G Waiver”), such “parachute payments” shall not be made or provided, pursuant to the waivers of those payments and/or benefits which were executed by the affected individuals prior to seeking the Company Shareholder vote.

280G Approvals. The Prior to the Effective Time, the Company shall submit to the Company Shareholders Stockholders for approval (in a form and manner satisfactory to BuyerAcquiror (acting reasonably)), by such number of Company Shareholders 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” (which determination shall be made by the Company and shall be subject to review and approval by BuyerAcquiror) (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the CodeCode (the “280G Solicitations”). Prior to the Effective Time Time, the Company shall deliver to Buyer Acquiror evidence satisfactory to Buyer Acquiror (acting reasonably) that (i) a Company Shareholder Stockholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite Company Shareholder approval Requisite Stockholder Approval was obtained with respect to any payments and/or benefits that were subject to the Company Shareholder Stockholder vote (the “280G Approval”), or (ii) that the 280G Approval was not obtained and as a consequence, that such “parachute payments” shall not be made or provided, pursuant to the waivers of those payments and/or benefits which were 280G Waivers executed by the affected individuals prior to seeking the Company Shareholder vote280G Solicitations.

280G Approvals. The Company shall submit to the Company Shareholders Selling Securityholders for approval (in a form and manner satisfactory to BuyerPurchaser), by such number of Company Shareholders Selling Securityholders 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 of the Code and the Treasury Regulations promulgated thereunder (which determination shall be made by the Company and shall be subject to review and approval by Buyer) (within the meaning of Section 280G of the Code and the regulations promulgated thereunderPurchaser), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code. Prior to the Effective Time Closing the Company shall deliver to Buyer Purchaser evidence satisfactory to Buyer Purchaser that (i) a Company Shareholder stockholder vote was solicited in conformance with Section 280G and the regulations Treasury Regulations promulgated thereunder and the requisite Company Shareholder stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Company Shareholder stockholder vote (the “280G Approval”), or (ii) that the 280G Approval was not obtained and and, as a consequence, that such “parachute payments” shall will not be made or provided, pursuant to the waivers of those payments and/or benefits which were executed by the affected individuals prior to seeking the Company Shareholder stockholder vote.

280G Approvals. The Company shall submit to the Company Shareholders for approval (in a form and manner satisfactory to BuyerParent, not to be unreasonably withheld), by such number of Company Shareholders 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” (which determination shall be made by the Company and shall be subject to review and approval by BuyerParent, not to be unreasonably withheld) (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) (the “Section 280G Payments”), such that such payments and benefits 280G Payments shall not be deemed to be “parachute payments” under Section 280G of the Code. Prior to the Effective Time Closing, the Company shall deliver to Buyer Parent evidence satisfactory to Buyer Parent, not to be unreasonably withheld, that (i) a Company Shareholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and that (i) the requisite Company Shareholder approval was obtained with respect to any payments and/or benefits that were subject to the Company Shareholder vote (the “280G Approval”), or (ii) that the 280G Approval was not obtained and as a consequence, that such “parachute payments” shall not be made or provided, provided pursuant to the waivers of those payments and/or benefits 280G Waivers, which were duly executed by the affected individuals prior to seeking the Company Shareholder votedate of solicitation of the 280G Approval.