Common use of 280G Cooperation Clause in Contracts

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, use commercially reasonable efforts to seek to obtain the stockholder 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 Regulations 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 49 280G of the Code. Prior to seeking such stockholder approval, the date hereof, each Person who is entitled to any Excess Payments (as hereinafter defined) has executed and delivered Company will request waivers from the intended recipients of such payments or benefits which waivers shall provide that unless such payments or benefits are approved by the stockholders of the Company to the Company (prior to such time as the Company makes any submission to its stockholders with respect thereto for approval 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; provided that in no event will this Section 5.07 be construed to require the Treasury Regulations thereunder) a waiver 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 form executed and delivered by each Company be deemed in breach of this Section 5.07 if any such Person entitled refuses to waive any such rights. The parties acknowledge that this Section 5.07 shall not apply to any Excess Payments arrangements entered into at the direction of Buyer or its Affiliates or between Buyer and/or its Affiliates, on the one hand, and a disqualified individual on the other hand (collectively, the “280G WaiversBuyer Arrangements”). Pursuant In the event that Buyer provides to the 280G WaiversCompany, 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 no less than ten (including as a result of the consummation of the transactions contemplated by this Agreement10) 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 Business Days prior to the ClosingClosing Date, a written description of any Buyer Arrangements, the Company shall submit the Excess Payments include such description in any materials disclosed 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 Stockholders in connection with seeking soliciting approval in accordance with this Section 5.07; provided, however, that compliance with the stockholder approval remainder of the Excess Payments contemplated by this provision do Section 5.07 shall be determined as if such Buyer Arrangements had 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)been entered into.

280G Cooperation. The Company will, prior to the Closing Date, use reasonable best efforts to seek 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 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 date hereof, each Person who is entitled to any Excess Payments (as hereinafter defined) has executed and delivered Company will request waivers from the Disqualified Individuals which waivers shall provide that unless such payments or benefits are approved by the eligible shareholders of the Company to the Company (prior to such time as the Company makes any submission to its stockholders with respect thereto for approval 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; provided that in no event will this Section 5.07 be construed to require the Treasury Regulations thereunder) a waiver in the form executed and delivered by each Company to compel any Person entitled to waive any Excess Payments (collectively, the “280G Waivers”). Pursuant to the 280G Waivers, each existing rights under any contract or agreement that such Person has agreed with the Company or any Subsidiary thereof and in no event will the Company be deemed in breach of this Section 5.07 if (i) any such Person refuses to waive any right or entitlement such rights. In the event that Buyer provides to any amounts in the nature of compensation which may reasonably be deemed contingent on a change of control Company, no less than five (5) Business Days prior to the date of the Company for purposes of Section 280G applicable vote, a written description of the Code (including as a result amounts and terms of the consummation of the transactions contemplated by this Agreement) and which otherwise would constitute any buyer arrangements that are deemed to be 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 Closingpayments, the Company shall submit the Excess Payments include such description in any materials disclosed to its stockholders for approval in a manner satisfying all applicable requirements holders 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 Common Stock in connection with seeking soliciting approval in accordance with this Section 5.07; provided that if such amounts are not provided in a timely and/or accurate manner, the stockholder approval of Parties acknowledge that the Excess Payments contemplated by this provision do not or Company will not differ in be deemed to have breached this Section 5.07 by reason of any material respect from those previously provided to the Buyer (except as consented to by the Buyer, such consent not to be unreasonably withheld)buyer arrangement.

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 '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. Prior to the date hereofClosing Date, each Person who is entitled to any Excess Payments (as hereinafter defined) has executed and delivered to the Company shall (prior to such time as i) solicit and obtain from each “disqualified individual” (within the Company makes any submission to its stockholders with respect thereto for approval under meaning of Section 280G(b)(5)(B280G(c) of the Code and the Treasury Regulations regulations thereunder) who has the right to receive any payments or benefits that could reasonably be deemed to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder) (the “Section 280G Payments”) a waiver in the form executed and delivered by each Person entitled of such disqualified individual’s rights to some or all of such payments or benefits so that 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 remaining payments and/or benefits shall not be deemed contingent on a change of control of to be “excess parachute payments” (within the Company for purposes meaning of Section 280G of the Code (including as a result of and the consummation of the transactions contemplated by this Agreementregulations thereunder) 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 ii) submit to the ClosingStockholders for approval, the Company shall submit the Excess Payments to its stockholders for approval in a manner satisfying all applicable consistent with the requirements of Section 280G(b)(5)(B) of the Code, the receipt by such disqualified individuals of some or all of such Section 280G Payments so that any remaining payments and/or benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the Treasury Regulations regulations thereunder) (subsection (i) and (ii) collectively, the “Section 280G Vote”). The At least two (2) Business Days before taking such actions, the Company has previously provided drafts of all documents shall deliver to Acquiror for review and comment (including which the required disclosure statementCompany will consider in good faith) requesting such approval copies of any Excess Payments documents or agreements necessary to effect the Section 280G Vote, including, but not limited to, customary parachute payment calculations prepared by the Company’s stockholders legal counsel, accountants or tax advisors, any shareholder consent form, disclosure statement, or waiver, and the Company shall consider in good faith all comments received from Acquiror on such documents or agreements. Prior to the Buyer Closing Date, the Company shall provide proof reasonably satisfactory to Acquiror that (a) shareholder approval was obtained, and the documents submitted Section 280G Payments may be paid or to be submitted to provided, as applicable, or (b) shareholder approval was not obtained, and the Company’s stockholders in connection with seeking the stockholder approval of the Excess Section 280G Payments contemplated by this provision do not or will not differ in any material respect from those previously provided to the Buyer (except be paid or provided, as consented to by the Buyer, such consent not to be unreasonably withheld)applicable.

280G Cooperation. The Company and Seller will, prior to the Closing Date, use commercially reasonable efforts to seek 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 date hereof, each Person who is entitled to any Excess Payments (as hereinafter defined) has executed Company and delivered Seller will request 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 Company (prior to such time as the Company makes any submission to its stockholders with respect thereto for approval 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; provided that in no event will this Section 6.07 be construed to require the Treasury Regulations thereunder) a waiver in the form executed and delivered by each Company or Seller to compel any Person entitled to waive any Excess Payments (collectively, the “280G Waivers”). Pursuant to the 280G Waivers, each existing rights under any Contract that such Person has agreed with Seller, the Company or any Subsidiary thereof and in no event will the Company or Seller be deemed in breach of this Section 6.07 if any such Person refuses to waive any right or entitlement to any amounts in such rights. In connection with the nature of compensation which may foregoing, Buyer shall reasonably be deemed contingent on a change of control of cooperate with Seller and the Company for purposes of in a timely manner to provide any information in its possession regarding any payments or benefits described in this Section 280G of the Code 6.07 but in any event no later than seven (including as a result of the consummation of the transactions contemplated by this Agreement7) 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 Business Days prior to the ClosingClosing Date, and 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 provide copies of all documents (including the required disclosure statement) requesting such approval of any Excess Payments prepared by the Company’s stockholders to the Buyer and the documents submitted or to be submitted to the Company’s stockholders Company in connection with seeking the stockholder approval this Section 6.07 to Buyer, for its review and reasonable comment, at least three (3) Business Days in advance of the Excess Payments contemplated by this provision do not or will not differ in any material respect from those previously provided distribution to the Buyer (except as consented stockholders with respect to by the Buyer, such consent not to be unreasonably withheld)shareholder approval contemplated hereby.

280G Cooperation. Prior The Company will, no later than two (2) Business Days prior to the date hereofClosing Date, each Person who is entitled use commercially reasonable efforts to seek 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 Excess Payments "disqualified individual" (as hereinafter defineddefined in Treasury Regulation Section 1.280G-1) has executed and delivered 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. No later than one (1) Business Day prior to seeking such shareholder approval, the Company will request waivers from such "disqualified individuals," which waivers shall provide that unless such payments or benefits are approved by the shareholders of the Company to the Company (prior to such time as the Company makes any submission to its stockholders with respect thereto for approval 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; provided that in no event will this Section 5.06 be construed to require the Treasury Regulations thereunder) a waiver in the form executed and delivered by each Company to compel any Person entitled to waive any Excess Payments (collectively, the “280G Waivers”). Pursuant to the 280G Waivers, each existing rights under any contract or agreement that such Person has agreed with the Company or any Subsidiary thereof and in no event will the Company be deemed in breach of this Section 5.06 if any such Person refuses to waive any right or entitlement such rights provided that the Company otherwise complies with the provisions of this Section 5.06. The parties acknowledge that this Section 5.06 shall not apply to any amounts arrangements entered into at the direction of Buyer or its Affiliates or between Buyer and/or its Affiliates, on the one hand, and a disqualified individual on the other hand (the "Buyer Arrangements") unless the Buyer provides to the Company, no less than ten (10) Business Days prior to the Closing Date, a written description of any Buyer Arrangements, and in the nature of compensation which may reasonably be deemed contingent on a change of control of such case, the Company shall include such description in any materials disclosed to holders of Common Stock in connection with soliciting approval in accordance with this Section 5.06; provided, however, that for purposes of compliance with this Section 280G of 5.06, the Code Company may rely solely on the information (including if any) provided by Buyer with respect to the Buyer Arrangements and that any failure to comply with this Section 5.06 as a result of any lack of, or misinformation relating to, the consummation of Buyer Arrangements shall not be deemed as a failure to comply with this Section 5.06. No later than five (5) Business Days prior to soliciting 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 Closingwaivers described above, 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 provide drafts of all documents (including the required such waivers and related disclosure statement) requesting such and approval of any Excess Payments by the Company’s stockholders to the Buyer materials and the documents submitted or to be submitted to the Company’s stockholders applicable analyses and calculations performed in connection with seeking the stockholder therewith to Buyer for its reasonable review, comment and approval of the Excess Payments contemplated by this provision do (which shall 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 withheldwithheld or delayed).

280G Cooperation. Prior The Company will, prior to the date hereofClosing Date, (a) use commercially reasonable efforts to obtain from each Person who is entitled to any Excess Payments “disqualified individual” (as hereinafter defineddefined in Section 280G(c) has executed of the Code) a waiver by such individual of any and delivered all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the Company extent necessary so that such payments and benefits would not be “excess parachute payments” under Section 280G of the Code and (prior to such time as the Company makes any submission b) submit to its stockholders with respect thereto for a vote all such waived payments in a manner such that, if such vote is approved by the stockholders in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder, no payments by the Treasury Regulations thereunder) a waiver in the form executed and delivered by each Person entitled Company 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 employees of the Company for purposes or any of Section 280G of the Code (including its Subsidiaries arising in whole or in part as a result of the consummation Transactions based on arrangements in place at the Closing (other than arrangements entered into at the direction of Buyer or its Affiliates on the transactions contemplated by this AgreementClosing Date) and which otherwise would constitute will be characterized as parachute payments under Section 280G of the Code (Code; provided that in no event will this Section 5.07 be construed to require the “Excess Payments”), unless Company to compel any requisite stockholder approval 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 those payments and benefits are obtainedthis Section 5.07 if any such Person refuses to waive any such rights. Prior to the Closingdelivery to the stockholders of documents in connection with the stockholder approval contemplated under this Section 5.07, the Company shall submit the Excess Payments will provide Buyer and its counsel with a reasonable opportunity to its stockholders for approval in a manner satisfying all applicable requirements of Section 280G(b)(5)(B) of the Code review and the Treasury Regulations thereunder. The Company has previously provided drafts of comment on all documents (including the required disclosure statement) requesting such approval of any Excess Payments by the Company’s stockholders to be delivered to the Buyer stockholders and the documents submitted or to be submitted to the Company’s stockholders disqualified individuals 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)waivers and vote.

280G Cooperation. Prior To the extent necessary to avoid the application of Section 280G of the Code and the applicable final Treasury regulations and rulings thereunder, as soon as reasonably practicable following the date of this Agreement, but in no event later than five (5) Business Days prior to the date hereofClosing Date, the Company shall (i) obtain waivers from each Person who is entitled has a right to any Excess Payments payments and/or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “parachute payments” within the meaning of Section 280G of the Code and as to which such Person waives his or her rights to some or all of such payments and/or benefits (as hereinafter definedthe “Waived 280G Benefits”) has executed applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code), and delivered (ii) following the execution of the waivers described in clause (i), solicit the approval of the Stockholders to the Company (prior to such time as the Company makes any submission to its stockholders with respect thereto for approval extent required 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 of any Excess Payments (collectively, the “Waived 280G Waivers”). Pursuant Benefits pursuant to a vote intended to meet 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 regulations thereunder, and that shall be in a form reasonably satisfactory to Parent. To the extent any of the Waived 280G Benefits are not approved by the Stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholders was solicited in accordance with the foregoing provisions of this Section 6.12 and that either (A) the requisite number of votes were obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (B) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided. The Company has previously provided drafts shall provide Parent and its representatives, with a copy of all documents such waiver and disclosure statement within a reasonable time prior to, and in no event later than five (including 5) Business Days prior to, delivery to the required “disqualified individuals” and the Stockholders of the Company of such waiver and disclosure statement, respectively, and the Company shall consider in good faith any changes reasonably requested by Parent or its representative to such disclosure statement and waiver. As soon as practicable following the date hereof and no later than ten (10) requesting such approval of any Excess Payments by the Company’s stockholders Business Days prior to the Buyer First Effective Time, the Company shall provide Parent or its representatives with the calculations and related documentation required to determine whether the documents submitted or vote described in this Section 6.12 is necessary in order to be submitted to avoid the Company’s stockholders in connection with seeking the stockholder approval imposition of Taxes under Section 4999 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)Code.

280G Cooperation. Prior The Company will, prior to the date hereofClosing Date, (a) use commercially reasonable efforts to obtain from each Person who is entitled to any Excess Payments “disqualified individual” (as hereinafter defineddefined in Section 280G(c) has executed of the Code) a waiver by such individual of any and delivered all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the Company extent necessary so that such payments and benefits would not be “excess parachute payments” under Section 280G of the Code and (prior b) to such time as the Company makes any submission extent one or more waivers described in Section ‎6.8(a) are obtained, submit to its stockholders with respect thereto for a vote all such waived payments in a manner such that, if such vote is approved by the stockholders in a manner that satisfies the stockholder approval requirements 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 regulations promulgated thereunder (collectively, the “280G WaiversStockholder Approval Requirements”). 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 waived payments will not constitute 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 payments” under Section 280G of the Code (the “Excess Payments”)Code; provided, unless any requisite stockholder approval of those payments and benefits are obtained. Prior that in no event will this Section ‎6.8 be construed to the Closing, require the Company to compel any Person to waive any existing rights under any contract or agreement that such Person has with the Company and in no event will the Company be deemed in breach of this Section ‎6.8 if any such Person refuses to waive any such rights. Buyer 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 provide 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 , no less than fifteen (15) days prior to the Closing Date, any arrangements entered into at the direction of Buyer or between Buyer and its Affiliates, on the one hand, and a disqualified individual (except as consented provided the Company has provided the Buyer with a list of all such disqualified individuals at least five (5) days prior to by such date), on the Buyer, other hand (“Buyer Arrangements”) and the Company and Buyer shall cooperate in good faith with respect to calculating the value of such consent not to be unreasonably withheld)arrangements.