Common use of 280G Approvals Clause in Contracts

280G Approvals. Prior to the Effective Time, the Company shall submit to the Stockholders for approval (in a form satisfactory to Acquiror (acting reasonably)), 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” (which determination shall be made by the Company and shall be subject to review and approval by Acquiror) (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 (the “280G Solicitations”). Prior to the Effective Time, the Company shall deliver to Acquiror evidence satisfactory to Acquiror (acting reasonably) that (i) a Stockholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and the Company Requisite Stockholder Approval was obtained with respect to any payments and/or benefits that were subject to the 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 280G Waivers executed by the affected individuals prior to the 280G Solicitations.

280G Approvals. Prior to the Effective Time, the The Company shall submit to the Stockholders Selling Securityholders for approval (in a form and manner satisfactory to Acquiror (acting reasonably)Purchaser), by such number of Stockholders 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 Acquiror) (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 (the “280G Solicitations”)Code. Prior to the Effective Time, Closing the Company shall deliver to Acquiror Purchaser evidence satisfactory to Acquiror (acting reasonably) Purchaser that (i) a Stockholder stockholder vote was solicited in conformance with Section 280G and the regulations Treasury Regulations promulgated thereunder and the Company Requisite Stockholder Approval requisite stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Stockholder 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 280G Waivers waivers of those payments and/or benefits which were executed by the affected individuals prior to seeking the 280G Solicitationsstockholder vote.

280G Approvals. Prior to the Effective Time, the The Company shall submit to the Stockholders Company Shareholders for approval (in a form and manner satisfactory to Acquiror (acting reasonably)Buyer), by such number of Stockholders 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 AcquirorBuyer) (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 (the “280G Solicitations”)Code. Prior to the Effective Time, Time the Company shall deliver to Acquiror Buyer evidence satisfactory to Acquiror (acting reasonably) Buyer that (i) a Stockholder Company Shareholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite Company Requisite Stockholder Approval Shareholder approval was obtained with respect to any payments and/or benefits that were subject to the Stockholder 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 280G Waivers waivers of those payments and/or benefits which were executed by the affected individuals prior to seeking the 280G SolicitationsCompany Shareholder vote.

280G Approvals. Prior The Company shall obtain the necessary stockholder approval of any payments or benefits under any Benefit Plan or other agreement which the Company or Buyer (by notice to the Effective Time, the Company shall submit at least three business days prior to the Stockholders for approval (in a form satisfactory to Acquiror (acting reasonably)), by such number of Stockholders as is required by the terms of Section 280G(b)(5)(BClosing) of the Code, any payments and/or benefits that reasonably determines may separately or in the aggregate, constitute an “excess parachute payments” (which determination shall be made by the Company and shall be subject to review and approval by Acquiror) (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 paymentspayment” under Section 280G of the Code (as a result of the “280G Solicitations”). Prior transactions contemplated by this Agreement; provided that any communications to the Effective Time, stockholders regarding such approval shall be made available to the Buyer and the Buyer shall have the right to review and approve (which approval shall not be unreasonably withheld) such communications before they are distributed to the stockholders. The Company shall deliver to Acquiror the Buyer prior to the Closing reasonable evidence satisfactory to Acquiror either (acting reasonablya) that (i) a Stockholder vote the stockholder approval was solicited in conformance with Section 280G and the regulations promulgated thereunder and the Company Requisite Stockholder Approval necessary stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Stockholder stockholder vote (the “280G Approval”), or (iib) that the 280G Approval was not obtained and and, as a consequence, that such “excess parachute payments” shall not be made or provided, pursuant to as authorized under the 280G Waivers waivers of those payments and/or benefits which were executed by all of the affected individuals prior to the 280G Solicitationsindividuals.

280G Approvals. Prior to The Company promptly following the Effective Time, the Company date hereof shall submit to the Stockholders for approval (in a form and manner satisfactory to Acquiror (acting reasonably)Parent), 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” (which determination shall be made by the Company and shall be subject to review and approval by Acquiror) (within the meaning of Section 280G of the Code and the regulations promulgated thereunder)Potential Parachute Payments, such that such payments and benefits Potential Parachute Payments shall not be deemed to be “parachute payments” under Section 280G of the Code (the “280G Solicitations”)Code. Prior to the Effective Time, Time the Company shall deliver to Acquiror Parent evidence satisfactory to Acquiror (acting reasonably) Parent that (i) a Stockholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and the Company Requisite requisite Stockholder Approval approval was obtained with respect to any payments and/or benefits Potential Parachute Payments that were subject to the Stockholder vote (the “280G Approval”), or (ii) that the 280G Approval was not obtained and as a consequence, that such “parachute payments” Potential Parachute Payments shall not be made or provided, pursuant to the a 280G Waivers executed by waiver, each in the affected individuals prior to form attached hereto as Exhibit F (the “280G SolicitationsWaiver”), entered into by each Person who otherwise might receive any Potential Parachute Payments that waived any right or entitlement to such Potential Parachute Payments so that such payment and benefits do not constitute “parachute payments” under Section 280G of the Code.

280G Approvals. Prior to the Effective Time, the The Company shall submit to the Stockholders for approval (in a form and manner reasonably satisfactory to Acquiror (acting reasonably)Acquiror), 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” (which determination shall be made by the Company and shall be subject to review and approval by Acquiror, 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 Code (the “280G Solicitations”). Prior to the First Effective Time, Time the Company shall deliver to Acquiror evidence satisfactory to Acquiror (acting reasonably) that (i) a Stockholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and the Company Requisite requisite Stockholder Approval approval was obtained with respect to any payments and/or benefits that were subject to the 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 280G Waivers executed by the affected individuals prior to the 280G Solicitations.

280G Approvals. Prior to the Effective Time, the The Company shall submit to the Stockholders for approval (in a form and manner satisfactory to Acquiror (acting reasonably)Parent), 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” (which determination shall be made by the Company and shall be subject to review and approval by AcquirorParent) (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 (the “280G Solicitations”)Code. Prior to the Effective TimeClosing, the Company shall deliver to Acquiror Parent evidence satisfactory to Acquiror (acting reasonably) Parent that (i) a Stockholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and that (i) the Company Requisite requisite Stockholder Approval approval was obtained with respect to any payments and/or benefits that were subject to the 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, provided pursuant to the 280G Waivers Waivers, which were duly executed by the affected individuals prior to the date of solicitation of the 280G SolicitationsApproval.

280G Approvals. Prior to Following the Effective Timedate of this Agreement, the Company shall submit to the Stockholders for approval (in a form and manner reasonably satisfactory to Acquiror (acting reasonablyAcquiror)), by such number of Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or or benefits that may could reasonably be expected to 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 Acquiror, which approval shall not be unreasonably withheld or delayed) (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 upon the requisite approval of Stockholders pursuant to Section 280G (the “280G Solicitations”). Prior to the Effective Time, Time the Company shall deliver to Acquiror evidence reasonably satisfactory to Acquiror (acting reasonably) that (i) a Stockholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and the Company Requisite requisite Stockholder Approval approval was obtained with respect to any payments and/or or benefits that were subject to the Stockholder vote (the “280G Approval”), or (ii) that the 280G Approval was not obtained and as a consequence, that such “parachute payments” payments and benefits shall not be made or provided, pursuant to the Section 280G Waivers executed by the affected individuals prior to the 280G Solicitations.

280G Approvals. Prior to the Effective Time, the The Company shall submit to the Stockholders Shareholders for approval (in a form and manner satisfactory to Acquiror (acting reasonably)Parent, not to be unreasonably withheld), by such number of Stockholders 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 AcquirorParent, 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 (the “280G Solicitations”)Code. Prior to the Effective TimeClosing, the Company shall deliver to Acquiror Parent evidence satisfactory to Acquiror (acting reasonably) Parent, not to be unreasonably withheld, that (i) a Stockholder Shareholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and that (i) the Company Requisite Stockholder Approval requisite Shareholder approval was obtained with respect to any payments and/or benefits that were subject to the Stockholder 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 280G Waivers Waivers, which were duly executed by the affected individuals prior to the date of solicitation of the 280G SolicitationsApproval.