280G Cooperation. Prior to the date hereof, each Person who is entitled to any Excess Payments (as hereinafter defined) has executed and delivered to the Company (prior to such time as the Company makes any submission to its stockholders with respect thereto for approval under Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder) a waiver in the form executed and delivered by each Person entitled to any Excess Payments (collectively, the “280G Waivers”). Pursuant to the 280G Waivers, each such Person has agreed to waive any right or entitlement to any amounts in the nature of compensation which may reasonably be deemed contingent on a change of control of the Company for purposes of Section 280G of the Code (including as a result of the consummation of the transactions contemplated by this Agreement) and which otherwise would constitute parachute payments under Section 280G of the Code (the “Excess Payments”), unless any requisite stockholder approval of those payments and benefits are obtained. Prior to the Closing, the Company shall submit the Excess Payments to its stockholders for approval in a manner satisfying all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company has previously provided drafts of all documents (including the required disclosure statement) requesting such approval of any Excess Payments by the Company’s stockholders to the Buyer and the documents submitted or to be submitted to the Company’s stockholders in connection with seeking the stockholder approval of the Excess Payments contemplated by this provision do not or will not differ in any material respect from those previously provided to the Buyer (except as consented to by the Buyer, such consent not to be unreasonably withheld).
280G Cooperation. The Company will, prior to the Closing Date, submit to a Stockholder vote the right of any disqualified individual (as defined in Section 280G(c) of the Code) to receive or retain any and all payments and other benefits contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on the consummation of the transactions contemplated by this Agreement to the extent necessary so that no such payment or benefit would be a "parachute payment" under Section 280G(b) of the Code, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder, including Q&A 7 of Section 1.280G-1 of such regulations. Such vote shall establish the disqualified individual's right to the payment or other compensation, and the Company shall obtain any required waivers or consents from each such disqualified individual prior to the vote. Before the vote is submitted to Stockholders, the Company shall provide adequate disclosure to the Stockholders of all material facts concerning all payments that, but for such vote, could be deemed parachute payments to a disqualified individual under Section 280G of the Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder. A reasonable period of time prior to the vote, Parent and its counsel shall have the right to review and comment on all documents to be delivered to the Stockholders in connection with such vote and any required disqualified individual waivers or consents, and the Company shall reflect all reasonable comments of Parent thereon. Parent and its counsel shall be provided copies of all documents executed by the Stockholders and disqualified individuals in connection with the vote provided under this Section 6.14.
280G Cooperation. The Seller will, and will cause the Company to, prior to the Closing Date, seek to ensure that the shareholder approval requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated pursuant thereto are satisfied to the extent necessary such that payments by the Seller or the Company to any employees of the Company or any of its Subsidiaries arising in whole or in part as a result of the transactions contemplated hereby based on arrangements in place at the Closing (other than arrangements entered into at the direction of Buyer on the Closing Date) will not be characterized as parachute payments under Section 280G of the Code.
280G Cooperation. The Company Seller will use reasonable best efforts to cause the Company Entities to submit to any applicable equityholder vote before the Closing Date the right of any “disqualified individual” (as defined in Code Section 280G(c)) to receive any and all payments and other benefits contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Code Section 280G(b)(2)(A)(i)) so that in the event of the applicable approval, no payment received or which could be received by such “disqualified individual” would be a “parachute payment” under Code Section 280G(b). Before any such submission to equityholders, the Company Seller will cause the Company Entities to provide disclosure to the applicable equityholders in a manner that complies with the stockholder approval requirements under Code Section 280G(b)(5)(B) and the Treasury Regulations promulgated thereunder, including Q&A 7 of Treasury Regulations Section 1.280G-1. Within no later than three (3) Business Days prior to such vote, Buyer and its counsel shall have the right to review and comment on all documents to be delivered to the equityholders in connection with such vote (including the underlying calculations) and any required disqualified individual waivers or consents. The parties acknowledge that this Section 7.13 shall not apply to any Buyer Arrangements. In the event that Buyer provides to the Company Seller, no less than ten (10) Business Days prior to the Closing Date, a written description of any Buyer Arrangements, the Company Seller shall cause the Company Entities to include such description in any materials disclosed to equityholders in connection with soliciting shareholder approval in accordance with this Section 7.13; provided, however, that compliance with the remainder of this Section 7.13 shall be determined as if such Buyer Arrangements had not been entered into. The parties hereto acknowledge that the Company Seller cannot compel any disqualified individual to waive any existing rights under a contract with any Company Entity and the Company Seller shall not be deemed in breach of this Section 7.13 with respect to any disqualified individual who refuses to waive any such right after the Company Seller has used its reasonable best efforts to obtain such waiver from such disqualified individual; provided, that for the avoidance of doubt, such reasonable best efforts shall not require the Company Seller or any Company Entity to pay any additiona...
280G Cooperation. The Company will, prior to the Closing Date, use commercially reasonable efforts to seek to obtain equity holder approval, in a manner intended to comply with the requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated pursuant thereto, such that payments by the Company to any employees of the Company or any of its Subsidiaries arising in whole or in part as a result of the Transaction based on arrangements in place at the Closing (other than arrangements entered into at the direction of Purchaser or its Affiliates on the Closing Date) should not be characterized as "excess parachute payments" under Section 280G of the Code; provided that in no event will this Section 5.05 be construed to require the Company to compel any Person to waive any existing rights under any contract or agreement that such Person has with the Company or any Subsidiary thereof and in no event will the Company be deemed in breach of this Section 5.05 if any such Person refuses to waive any such rights.
280G Cooperation. The Company will, prior to the Closing Date, use reasonable best efforts to obtain the shareholder approval in accordance with Section 280G(b)(5)(B) of the Code and the regulations promulgated pursuant thereto such that payments or benefits to be received or retained by any “disqualified individual” (as defined in Treasury Regulation Section 1.280G‑1) arising in whole or in part as a result of or in connection with the Transactions should not be characterized as “excess parachute payments” under Section 280G of the Code. Prior to seeking such shareholder approval, the Company will use its reasonable best efforts to obtain waivers from the intended recipients of such payments or benefits which waivers shall provide that unless such payments or benefits are approved by the shareholders of the Company to the extent and manner prescribed under Section 280G(b)(5)(B) of the Code and in a form reasonably acceptable to Buyer, such payments or benefits shall not be made. At least three (3) days prior to seeking such waivers and soliciting such shareholder approval, the Company shall provide drafts of its Section 280G calculations, waivers and such shareholder approval materials to Buyer for its review and approval of the form (such approval not to be unreasonably withheld or delayed). At least one (1) Business Day prior to the Closing Date, the Company shall deliver to Buyer satisfactory evidence that a vote of shareholders of the Company was solicited in accordance with the provisions of this Section 5.08 and the results.
280G Cooperation. The Seller will, prior to the Closing Date, provide stockholder approval under the requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated pursuant thereto (including seeking to obtain any necessary waiver from any affected individual) with respect to any payments that might otherwise be excess parachute payments so that, if stockholder approval is received, payments by the Company or its Subsidiaries to any disqualified individuals of the Company or its Subsidiaries arising in whole or in part as a result of the transactions contemplated by this Agreement based on arrangements in place at the Closing will not reasonably be expected to constitute parachute payments under Section 280G of the Code. At least three (3) Business Days prior to taking such actions, the Seller shall deliver to Buyer for advance review and comment (which review and comment shall not be unreasonably conditioned, withheld or delayed) copies of any documents or agreements necessary to effect this Section 8.8, including any stockholder consent form, disclosure statement or waiver and the applicable calculations performed by the Company’s advisors.
280G Cooperation. (a) As soon as reasonably practicable following the execution of this Agreement but in any case no later than thirty (30) Business Days prior to the Closing Date, Xxxxxxxx HoldCo shall provide to New Parent and New Parent’s advisors, for their reasonable review and comment, its preliminary analysis (“Section 280G Analysis”) regarding the application of Section 280G of the Code and the regulations promulgated thereunder (“Section 280G”) in connection with the Contemplated Transactions (either alone or in combination with any other additional or subsequent event, including a termination of employment) to each Person who is determined by Xxxxxxxx HoldCo to be a “disqualified individual” within the meaning of Section 280G (each such Person, a “280G Disqualified Individual”). No later than fifteen (15) Business Days prior to the Closing Date, Xxxxxxxx HoldCo shall provide to New Parent and New Parent’s advisors, for their reasonable review and comment, its final Section 280G Analysis.
280G Cooperation. In the event Seller determines that any payments or benefits (whether in cash or property or the vesting of property) a Disqualified Individual may become entitled to receive could be subject to the excise tax pursuant to Section 280G of the Code, Seller shall solicit a shareholder vote intended to satisfy the requirements of Section 280G(b)(5) of the Code, such that no portion of the payments could constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, and Purchaser shall reasonably cooperate in providing information on any Purchaser payments that, as of the date of the relevant vote, Purchaser has determined to make and that may also be considered “parachute payments” under Section 280G of the Code on account of the Transactions.
280G Cooperation. Seller agrees to cooperate with Purchaser prior to Closing to address matters as reasonably requested by Purchaser arising from any payment to any employee or any other individual that is determined by Purchaser to be an “excess parachute payment” (as such term is defined in Section 280G of the Code (and the related regulations thereunder)) that are made as a result of or in connection with the transactions contemplated by this Agreement, regardless of whether such payment occurs before, in connection with or after the Closing.
