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 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 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. 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 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. 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. Prior Seller will use reasonable efforts to cause the Company Entities to submit to any applicable stockholder vote before the Closing Date the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments and 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) 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 Section 280G(b) of the Code. Before any such submission to stockholders, Seller will cause the Company Entities to provide disclosure to the date hereof, each Person who is entitled applicable stockholders in a manner intended to any Excess Payments (as hereinafter defined) has executed and delivered to comply with the Company (prior to such time as the Company makes any submission to its stockholders with respect thereto for stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder) , including Q&A 7 of Section 1.280G-1 of such regulations. Within a waiver in the form executed and delivered by each Person entitled to any Excess Payments (collectively, the “280G Waivers”). Pursuant reasonable period of time prior to the 280G Waiversvote, each such Person has agreed Buyer and its counsel shall have the right to waive any right or entitlement review and comment on all documents 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 delivered 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 such vote and any required disqualified individual waivers or consents. The parties acknowledge that this Section 5E shall not apply to any arrangements entered into at the stockholder approval direction of Buyer or between Buyer and its Affiliates, on the Excess Payments contemplated by this provision do not or will not differ one hand, and a disqualified individual, on the other hand (“Buyer Arrangements”). In the event that Buyer provides to Seller, no less than ten (10) Business Days prior to the Closing Date, a written description of any Buyer Arrangements, Seller shall cause the Company Entities to include such description in any material materials disclosed to stockholders in connection with soliciting shareholder approval in accordance with this Section 5E; provided, however, that compliance with the remainder of this Section 5E shall be determined as if such Buyer Arrangements had not been entered into. The parties hereto acknowledge that Seller cannot compel any disqualified individual to waive any existing rights under a Contract with any Company Entity and Seller shall not be deemed in breach of this Section 5E with respect to any disqualified individual who refuses to waive any such right after Seller has used its reasonable best efforts to obtain such waiver from those previously provided to such disqualified individual; provided, that for the Buyer (except as consented to by the Buyeravoidance of doubt, such consent reasonable best efforts shall not require Seller or any Company Entity to be unreasonably withheld)pay any additional amounts to such individual.