Common use of 280G Covenant Clause in Contracts

280G Covenant. Prior to the Closing, the Company shall submit to its stockholders, for approval (in a manner and with a disclosure document reasonably satisfactory to Acquiror) by a vote of stockholders as is required pursuant to Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder (the “280G Stockholder Vote”), any such payments or other benefits that, separately or in the aggregate, would otherwise be “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies a “disqualified individual” (as defined in Section 280G of the Code and the Treasury Regulations thereunder) and who would otherwise receive or have the right or entitlement to receive a 280G Payment, a written waiver (in form and substance reasonably satisfactory to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G of the Code. The Company shall provide to Acquiror any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders and such materials shall be subject to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror written certification that either (a) the 280G Stockholder Vote was solicited and the stockholder approval was obtained with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individual.

280G Covenant. Prior Not less than five (5) Business Days prior to the ClosingClosing Date, the Sellers shall cause the Company shall to submit to its stockholdersa shareholder vote, for approval (in a manner and with a disclosure document reasonably satisfactory to Acquiror) by a vote of stockholders as is required pursuant to that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder (which vote, for the “280G Stockholder Vote”avoidance of doubt, shall not be made by the Representative), the right of any such payments or other benefits that, separately or in the aggregate, would otherwise be “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies a “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the sale of the Company Shares and the other transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” would be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code). Such vote shall establish the “disqualified individual’s” right to the payment or other compensation, and the Sellers shall cause the Company to obtain any required waivers or consents from the “disqualified individual” prior to the vote. In addition, the Sellers shall cause the Company to provide adequate disclosure to Sellers that hold voting Company Shares of all material facts concerning all payments to any “disqualified individual” 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. At least five (5) Business Days prior to the Treasury Regulations thereunder) vote, the Buyer and who would otherwise receive or its counsel shall have the right or entitlement to receive a 280G Payment, a written waiver (in form review and substance reasonably satisfactory comment on all documents to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, be delivered to the extent Sellers in connection with such payment would vote and any required disqualified individual waivers or consents, and the Sellers shall cause any payment not the Company to be deductible pursuant to Section 280G reflect all reasonable comments of the CodeBuyer thereon. The Company shall provide to Acquiror any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders Buyer and such materials its counsel shall be subject to provided copies of all documents executed by the prior review shareholders and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to disqualified individuals in connection with the Closing Date, the Company shall deliver to Acquiror written certification that either (a) the 280G Stockholder Vote was solicited and the stockholder approval was obtained with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individualvote.

280G Covenant. Prior Company will use commercially reasonable efforts to secure from each Person who is a “disqualified individual” as defined in Section 280G(c) of the Code (each a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code (“Section 280G Payments”) a written agreement waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the Closingextent necessary so that all remaining payments and benefits applicable to such Disqualified Individual will not be deemed parachute payments, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the equityholders of such Company shall submit to its stockholders, for approval (in a manner and that complies with a disclosure document reasonably satisfactory to Acquiror) by a vote of stockholders as is required pursuant to Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder (the “280G Stockholder VoteApproval”). Prior to the Closing, Company will submit the Waived Benefits of each Disqualified Individual who has executed a waiver in accordance with this Section 9.20 for approval of Company’s equityholders and such Disqualified Individual’s right to receive the Waived Benefits will be conditioned upon receipt of the requisite approval by such equityholders in a manner that complies with Section 280G(b)(5)(B) of the Code; provided, in no event will this Section 9.20 be construed to require Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any contract or agreement that such Disqualified Individual has with Seller, Company, or any other Person, and in no event will Company (or any of its Affiliates) be deemed in breach of this Section 9.20 if any such Disqualified Individual refuses to waive any such rights or if such equityholders fail to approve any Waived Benefits. Prior to the Closing, Company will deliver to Buyer notification that either (i) the 280G Stockholder Approval was obtained with respect to the Section 280G Payments, or (ii) the 280G Stockholder Approval was not obtained with respect to the Section 280G Payments and that, as a consequence, the Waived Benefits have not been and shall not be paid, retained or provided, as applicable. Notwithstanding the foregoing, to the extent that any contract, agreement, or plan is entered into by Buyer or any of its Affiliates and a Disqualified Individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Buyer Agreements”), any Buyer shall provide a copy of such payments contract, agreement, or other benefits that, separately plan to Company before the Closing Date and shall cooperate in good faith in order to calculate or in determine the aggregate, would otherwise be “parachute payments” within value (for the meaning purposes of Section 280G of the Code and Code) of any payments or benefits granted or contemplated therein, that may be paid or granted in connection with the Treasury Regulations thereunder (the transactions contemplated by this Agreement that could constitute a “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute paymentspayment” under Section 280G of the Code and Code; provided that, in any event, Company’s failure to include the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies a “disqualified individual” (as defined Buyer Agreements in Section 280G of the Code and the Treasury Regulations thereunder) and who would otherwise receive or have the right or entitlement to receive a 280G Payment, a written waiver (in form and substance reasonably satisfactory to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G of the Code. The Company shall provide to Acquiror any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders and such materials shall be subject to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror written certification that either (a) the 280G Stockholder Vote was solicited and Approval materials described herein, for any reason, will not result in a breach of the stockholder approval was obtained with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individualcovenants set forth in this Section 9.20.

280G Covenant. Prior to the Closing, the Company shall submit to its stockholders, for approval If any Person who is a “disqualified individual” (in a manner and with a disclosure document reasonably satisfactory to Acquiror) by a vote of stockholders as is required pursuant to Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder (the “280G Stockholder Vote”), any such payments or other benefits that, separately or in the aggregate, would otherwise be “parachute payments” within the meaning of Section 280G of the Code and the Department of Treasury Regulations thereunder (regulations promulgated thereunder) with respect to the “Company or any Company Subsidiary may receive any payment(s) or benefit(s) that could constitute parachute payments under Section 280G Paymentsof the Code in connection with the transactions contemplated by this Agreement, as determined by the Company in good faith, then: (a) the Company shall use commercially reasonably efforts to obtain and deliver to Parent a Parachute Payment Waiver from each such “disqualified individual”); and (b) as soon as practicable following the delivery of the Parachute Payment Waivers (if any) to Parent, the Company shall prepare and distribute to its shareholders a disclosure statement describing all potential parachute payments and benefits that may be received by such disqualified individual(s) and shall submit such payments to its shareholders for approval, in each case, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the Department of Treasury regulations promulgated thereunder, such that, if approved by the 280G Stockholder Vote is received approving requisite majority of the 280G Paymentsshareholders, such 280G Payments payments and benefits shall not cause there be deemed to be “excess parachute payments” under Section 280G of the Code and (the Treasury Regulations thereunderforegoing actions, a “280G Vote”). Prior to such the Closing, if a 280G Stockholder VoteVote is required, the Company shall obtaindeliver to Parent evidence reasonably satisfactory to Parent, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies a “disqualified individual” (as defined in Section 280G of the Code and the Treasury Regulations thereunderi) and who would otherwise receive or have the right or entitlement to receive that a 280G Payment, a written waiver (Vote was solicited in form and substance reasonably satisfactory to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, to the extent such payment would cause any payment not to be deductible pursuant to conformance with Section 280G of the Code. The Company shall provide to Acquiror any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders and such materials shall be subject to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror written certification that either (a) the 280G Stockholder Vote was solicited and the stockholder requisite shareholder approval was obtained with respect to any 280G Payments payments and/or benefits that were subject to the Company shareholder vote (the “Section 280G Stockholder Vote, Approval”) or (bii) that the Stockholder approval of any Section 280G Payments Approval was not obtained and as a consequence, pursuant to the Parachute Payment Waiver, such 280G Payments “parachute payments” shall not be made or provided provided. The form of the Parachute Payment Waiver, the disclosure statement, any other materials to any affected individualbe submitted to the Company’s shareholders in connection with the Section 280G Approval and the calculations related to the foregoing (the “Section 280G Soliciting Materials”) shall be subject to advance review and approval by Parent, which approval shall not be unreasonably withheld.

280G Covenant. (a) Prior to the ClosingClosing Date, to the extent required to avoid the application of Section 280G of the Code and/or Section 4999 of the Code, the Company shall submit use its reasonable best efforts to its stockholders, for approval obtain from each “disqualified individual” (as defined in a manner and with a disclosure document reasonably satisfactory to Acquiror) by a vote of stockholders as is required pursuant to Section 280G(b)(5)(B280G(c) of the Code Code) who has a right or potential right to receive or retain any payments and/or benefits that are contingent on the consummation of the transactions contemplated by this Agreement and the Treasury Regulations thereunder (the “280G Stockholder Vote”), any such payments or other benefits that, separately or in the aggregate, would otherwise that could be deemed to constitute “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations promulgated thereunder (the “280G PaymentsRules”, and such payments and benefits, the “280G Benefits”), an irrevocable waiver of such that, if disqualified individual’s right to receive or retain all or a portion of such disqualified individual’s 280G Benefits (a “280G Waiver” and the portion of the 280G Stockholder Vote is received approving Benefits so waived, the “Waived Benefits”). (b) For each disqualified individual who executes a 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder VoteWaiver, the Company shall obtainsubmit to a stockholder vote, from each person whom in a manner that satisfies the Company reasonably believes stockholder approval requirements under the 280G Rules, the right of such disqualified individual to receive or retain such disqualified individual’s Waived Benefits so that no payment (or other benefits) received by such disqualified individual shall be deemed to be with respect to the any of the Group Companies a “disqualified individualparachute payment” (as defined in under Section 280G 280G(b) of the Code and the Treasury Regulations thereunder) and who would otherwise receive or have the right or entitlement to receive a 280G Payment, a written waiver (in form and substance reasonably satisfactory to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, to the extent such payment would cause any payment not to be deductible pursuant determined without regard to Section 280G 280G(b)(4) of the Code). The Company shall provide to Acquiror any materials consult in good faith with the Buyer regarding the method in which the stockholder vote is to be distributed solicited. (c) The Buyer shall provide the Company or its counsel with all information and documents necessary to stockholders allow the Company to determine whether any payments made or to be made or benefits granted or to be granted to any disqualified individual pursuant to this Section 5.4 within a reasonable period any employment agreement or other agreement, arrangement or contract entered into or negotiated with any disqualified individual by Buyer or any of time its Affiliates prior to distribution the Closing (“Buyer Payments”) could reasonably be considered to such stockholders and such materials shall be subject “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least [**] prior to the Closing Date (and shall further promptly provide any such updated information as is necessary prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayedthe Closing). Prior Buyer shall reasonably cooperate with the Company in good faith in order to calculate or determine the value of the Buyer Payments for the purposes of the 280G Rules. (d) At least [**] prior to earlier of the stockholder vote or the Closing Date, the Company shall deliver provide to Acquiror written certification that either (a) the 280G Stockholder Vote was solicited Buyer or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the stockholder approval process and shall incorporate all of the Buyer’s reasonable comments. (e) With respect to each disqualified individual from whom a 280G Waiver is timely obtained, prior to the Closing the Company or its counsel shall deliver to the Buyer or its counsel a certification reasonably satisfactory to the Buyer that the vote of stockholders was solicited in accordance with this Section 6.6 and confirmation that (A) the requisite stockholder approval of the “parachute payments” was obtained with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (bB) the Stockholder such stockholder approval of any 280G Payments was not obtained and and, as a consequence, such 280G Payments shall the Waived Benefits will not be made or provided (the “280G Certification”). (f) For the avoidance of doubt, neither (i) the Company’s failure to include in the stockholder voting materials any affected individualBuyer Payments not timely or accurately provided by the Buyer or its counsel in accordance with this Section 6.6 nor (ii) a failure to submit for stockholder approval the 280G Benefits of any disqualified individual who refuses to or does not otherwise timely execute a 280G Waiver in accordance with this Section 6.6, will result, in and of itself, in the Company’s breach of this Section 6.6. Further, Seller, Company, Perceptive and the Buyer each acknowledge and agree that all 280G Benefits shall be paid through the Company’s payroll, including any 280G Benefits made pursuant to agreements or arrangements between [**] and the [**] (in which case [**] shall either provide to the Company the funds required for such payment (without adjustment for any required withholding) or instruct the Buyer to deduct the amount of such payment (without adjustment for any required withholding) from amounts otherwise concurrently payable to [**] pursuant to this Agreement).

280G Covenant. Prior to the ClosingClosing Date, the Company shall submit to its stockholders, for approval (in a manner and with a disclosure document reasonably satisfactory to Acquiror) by a Shareholder vote the right of stockholders as is required pursuant to Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder (the “280G Stockholder Vote”), any such payments or other benefits that, separately or in the aggregate, would otherwise be “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies a “disqualified individual” (as defined in Section 280G 280G(c) of the Code) to receive any and 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 extent necessary so that no payment received by such “disqualified individual” would be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder) and who would otherwise receive or have the right or entitlement to receive a 280G Payment, a written waiver (in form and substance reasonably satisfactory to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G of the Code. The Company shall provide to Acquiror any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders and such materials shall be subject to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver have delivered to Acquiror written certification Parent evidence reasonably satisfactory to Parent (i) that either (a) the Shareholder approval was solicited in conformance with Section 280G Stockholder Vote was solicited and the stockholder regulations promulgated thereunder, and the requisite Shareholder approval was obtained with respect to any 280G Payments payments that were subject to the Shareholder vote (the “280G Stockholder VoteApproval”), or (bii) that the Stockholder approval of any 280G Payments Approval was not obtained and as a consequence, that such 280G Payments “parachute payments” shall not be made or provided provided, pursuant to any the waivers of those payments and/or benefits which were executed by the affected individuals prior to Shareholder vote. Such vote shall establish the “disqualified individual.’s” right to the payment or other compensation. In addition, before the vote is submitted to the Shareholders, the Company shall provide adequate disclosure to the Shareholders 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. Parent and its counsel shall have the right to review and comment on all documents to be delivered to the Shareholders in connection with such vote. For purposes of clarity, only that portion of the payments and/or benefits that is in excess of 2.99 times the applicable individual’s “base amount” (within the meaning of Section 280G(b)(3) of the Code) need be submitted for a Shareholder vote, and subject to waiver, in accordance with the provisions above. CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION

280G Covenant. Prior To the extent required, prior to the Closing, the Company shall use commercially reasonable efforts to submit to its stockholdersthe Stockholders, for approval (in a manner and with a disclosure document reasonably satisfactory to Acquirorthe Purchaser) by a vote of stockholders such Stockholders as is required pursuant to Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder (the “280G Stockholder Vote”), any such payments or other benefits thatthat may, separately or in the aggregate, would otherwise cause there to be “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall use commercially reasonable efforts to obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies Company a “disqualified individual” (as defined in Section 280G of the Code and the Treasury Regulations thereunder) and who would might otherwise receive or have the right or entitlement to receive a parachute payment under Section 280G Paymentof the Code, a written waiver (in form and substance reasonably satisfactory to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Paymentsparachute payment, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G of the Code. The Company Such waivers shall provide cease to Acquiror have any materials force or effect with respect to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders and such materials shall be subject any item covered thereby to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror written certification that either (a) extent the 280G Stockholder Vote was solicited and the stockholder approval was obtained with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, for such 280G Payments shall not be made or provided to any affected individualitem is obtained.

280G Covenant. Prior to the ClosingClosing Date, the Company shall submit to its stockholders, for approval (in a manner and with a disclosure document reasonably satisfactory to Acquiror) by a stockholder vote the right of stockholders as is required pursuant to Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder (the “280G Stockholder Vote”), any such payments or other benefits that, separately or in the aggregate, would otherwise be “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies a “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and 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 extent necessary so that no payment received by such “disqualified individual” would be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder. 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 the “disqualified individual” prior to the vote. In addition, before the vote is submitted to stockholders, the Company shall provide adequate disclosure to Company Stockholders that hold voting Company Shares 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. At least five (5) business days prior to the Treasury Regulations thereunder) vote, the Buyer and who would otherwise receive or have its counsel shall be given the right or entitlement to receive a 280G Payment, a written waiver (in form review and substance reasonably satisfactory comment on all documents to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, be delivered to the extent Company Stockholders in connection with such payment would cause vote and any payment not to be deductible pursuant to Section 280G of the Code. The Company shall provide to Acquiror any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders required disqualified individual waivers or consents, and such materials shall be subject to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror written certification that either (a) reflect all reasonable comments of the 280G Stockholder Vote was solicited Buyer thereon. Buyer and its counsel shall be provided copies of all documents executed by the stockholder approval was obtained stockholders and disqualified individuals in connection with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individualvote.

280G Covenant. Prior to the Closing, the Company shall submit to its stockholdersa stockholder vote, for approval (in a manner and with a disclosure document reasonably satisfactory to Acquiror) by a vote of stockholders as is required pursuant to that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and 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 extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code). Such vote (the “280G Stockholder VoteVote Result”)) shall establish the disqualified individual’s right to the payment or other compensation if approved by Stockholders, and Company shall obtain any required waivers or consents from the disqualified individual prior to the vote. In addition, Company shall provide adequate disclosure to Stockholders that hold voting Company Stock of all material facts concerning all payments to any such payments or other benefits disqualified individual that, separately or in the aggregatebut for such vote, would otherwise could be deemed “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies in a “disqualified individual” (as defined in manner that satisfies Section 280G 280G(b)(5)(B)(ii) of the Code and the Treasury Regulations regulations promulgated thereunder) . Purchaser and who would otherwise receive or have the right or entitlement its counsel shall be given an adequate opportunity to receive a 280G Payment, a written waiver (in form review and substance reasonably satisfactory to Acquiror) pursuant to which such person agrees to waive any and comment on all right or entitlement to such 280G Payments, to the extent such payment would cause any payment not documents required to be deductible pursuant delivered to Section 280G of the Code. The stockholders in connection with such vote and any required disqualified individual waivers or consents, and Company shall provide to Acquiror any materials to reflect all comments of Purchaser or its counsel thereon. Purchaser and its counsel shall be distributed to stockholders pursuant to this Section 5.4 within a reasonable period provided copies of time prior to distribution to such all documents executed by the stockholders and such materials shall be subject to disqualified individuals in connection with the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror written certification that either (a) the 280G Stockholder Vote was solicited and the stockholder approval was obtained with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individualvote.

280G Covenant. Prior The Company shall use commercially reasonable efforts to obtain a waiver from each “disqualified individual” (as defined in Section 280G(c) of the Code) with respect to the ClosingCompany who would reasonably be expected to receive or have received any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code), and, not less than five (5) Business Days prior to the Closing Date, the Company shall submit to its stockholdersa stockholder vote, for approval (in a manner and with a disclosure document reasonably satisfactory that is intended to Acquiror) by a vote of stockholders as is required pursuant to satisfy the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder promulgated thereunder, the right of any such “disqualified individual” (as defined in Section 280G(c) of the “Code) that has entered into a 280G Stockholder Vote”)Waiver to receive or retain such Waived 280G Benefits. Such vote shall establish such disqualified individuals’ right to the payment or other compensation if approved by the Company Stockholders. In addition, the Company shall provide adequate disclosure to Company Stockholders that hold voting Company Stock of all material facts concerning all payments to any such payments or other benefits disqualified individual that, separately or in the aggregatebut for such vote, would otherwise could be deemed “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies in a “disqualified individual” (as defined in manner that satisfies Section 280G 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder. At least four (4) Business Days prior to the Treasury Regulations thereunder) vote, the Buyer and who would otherwise receive or have its counsel shall be given the right or entitlement to receive a 280G Payment, a written waiver (in form review and substance reasonably satisfactory comment on all documents required to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, be delivered to the extent Company Stockholders in connection with such payment would cause vote and any payment not to be deductible pursuant to Section 280G of the Code. The Company shall provide to Acquiror any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders required disqualified individual waivers or consents, and such materials shall be subject to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror written certification that either (a) reasonably consider all comments of the 280G Stockholder Vote was solicited Buyer or its counsel thereon. Buyer and its counsel shall be provided copies of all documents executed by the stockholder approval was obtained stockholders and disqualified individuals in connection with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individualvote.

280G Covenant. Prior to the ClosingClosing Date, the Company shall (i) use Reasonable Best Efforts to secure from any Person who is a “disqualified individual” (as defined in Section 280G(c) of the Code) and who has a right to any payments and/or benefits or potential right to any payments and/or benefits in connection with the consummation of the Merger that could be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of such Person’s rights to any such payments and/or benefits applicable to such Person to the extent necessary so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (the payments and benefits subject to such a waiver, “Waived 280G Payments”) and (ii) submit to its stockholdersa stockholder vote, for approval (in a manner and with a disclosure document reasonably satisfactory to Acquiror) by a vote of stockholders as is required pursuant to that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder (promulgated thereunder, the right of any “disqualified individual” who has executed such waiver to receive any and all Waived 280G Stockholder Vote”Payments to the extent necessary so that no payments or benefits received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), . Such vote shall establish any such payments disqualified individual’s right to his or other benefits that, separately or in the aggregate, would otherwise be “parachute payments” within the meaning of Section her Waived 280G Payments. In addition, the Company shall provide adequate disclosure to Company Stockholders that hold voting Company Stock of all material facts concerning all of such disqualified individual’s Waived 280G Payments in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations regulations promulgated thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect At least three (3) Business Days prior to the any of the Group Companies a “disqualified individual” (as defined in Section 280G of the Code and the Treasury Regulations thereunder) and who would otherwise receive vote or have the right or entitlement to receive a 280G Payment, a written waiver (in form and substance reasonably satisfactory to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G of the Code. The Company shall provide to Acquiror any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders and such materials shall be subject to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Datesubmission for stockholder approval, the Company shall deliver to Acquiror written certification that either (a) the 280G Stockholder Vote was solicited Buyer and its counsel shall be given the right to review and comment on drafts of all documents required to be delivered to the Company Stockholders in connection with such vote or approval contemplated pursuant to this Section 6.7 and any required disqualified individual waivers or consents and the stockholder approval was obtained Company shall reflect all reasonable comments of the Buyer or its counsel thereon. Buyer and its counsel shall be provided copies of all documents executed by the stockholders and disqualified individuals in connection with respect to any 280G Payments that were subject to the 280G Stockholder Vote, such vote or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individualapproval.

280G Covenant. Prior The Company shall use commercially reasonable efforts to obtain a waiver from each “disqualified individual” (as defined in Section 280G(c) of the Code) with respect to the ClosingCompany who would reasonably be expected to receive or have received any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code), and, not less than three (3) Business Days prior to the Closing Date, the Company shall submit to its stockholdersa stockholder vote, for approval (in a manner and with a disclosure document reasonably satisfactory that is intended to Acquiror) by a vote of stockholders as is required pursuant to satisfy the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder promulgated thereunder, the right of any such “disqualified individual” (as defined in Section 280G(c) of the “Code) that has entered into a 280G Stockholder Vote”)Waiver to receive or retain such Waived 280G Benefits. Such vote shall establish such disqualified individuals’ right to the payment or other compensation if approved by the Company Stockholders. In addition, the Company shall provide adequate disclosure to Company Stockholders that hold voting Company Stock of all material facts concerning all payments to any such payments or other benefits disqualified individual that, separately or in the aggregatebut for such vote, would otherwise could be deemed “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies in a “disqualified individual” (as defined in manner that satisfies Section 280G 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder. At least four (4) Business Days prior to the Treasury Regulations thereunder) vote, the Parent and who would otherwise receive or have its counsel shall be given the right or entitlement to receive a 280G Payment, a written waiver (in form review and substance reasonably satisfactory comment on all documents required to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, be delivered to the extent Company Stockholders in connection with such payment would cause vote and any payment not to be deductible pursuant to Section 280G of the Code. The Company shall provide to Acquiror any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders required disqualified individual waivers or consents, and such materials shall be subject to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror written certification that either (a) accept all reasonable comments of the 280G Stockholder Vote was solicited Parent or its counsel thereon. The Parent and its counsel shall be provided copies of all documents executed by the stockholder approval was obtained stockholders and disqualified individuals in connection with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individualvote.

280G Covenant. Prior to the Closing, but in no event later than five (5) Business Days prior to the Closing Date, the Company shall will (a) use its best efforts to obtain a written waiver from each individual who is, or could reasonably be expected to be as of the Closing Date, a “disqualified individual” (as defined in Section 280G(c) of the Code) of the portion of any and all payments and benefits that could reasonably be deemed a “parachute payment” (as defined in Section 280G(b)(2) of the Code) and would result in the imposition of an excise tax on such individual pursuant to Section 4999 of the Code (the “Company Waived Payments”) unless such Company Waived Payments are approved by the Company’s stockholders in accordance with the provisions of Section 280G of the Code and the Treasury Regulations thereunder, and (b) submit to its stockholdersthe Company’s shareholders, for approval a shareholder vote (in a manner and with a disclosure document reasonably satisfactory made available to AcquirorPurchaser for review and comments, which shall be considered by the Company in good faith) by a vote of stockholders such shareholders as is required pursuant to Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder (the “280G Stockholder Shareholder Vote”), the right of any such payments disqualified individual to receive his or other benefits that, separately or her respective Company Waived Payments in a manner reasonably designed to cause the aggregate, would otherwise Company Waived Payments to be exempt from the definition of “parachute paymentspayment” within the meaning of Section 280G by reason of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” exemption provided under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies a “disqualified individual” (as defined in Section 280G of the Code and the Treasury Regulations thereunder280G(b)(5)(B) and who would otherwise receive or have the right or entitlement to receive a 280G Payment, a written waiver (in form and substance reasonably satisfactory to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G of the Code. The Company Such waivers shall provide cease to Acquiror have any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders and such materials shall be subject to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned force or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror written certification that either (a) the 280G Stockholder Vote was solicited and the stockholder approval was obtained effect with respect to any 280G Payments that were subject item covered thereby to the extent the 280G Stockholder Vote, or (b) the Stockholder approval Shareholder Vote for such item is obtained. Prior to finalization of any 280G Payments was not obtained documents under this Section 8.11, Sellers and as the Company shall provide Purchaser a consequence, reasonable opportunity to review such 280G Payments shall not be made or provided to any affected individualdocuments and incorporate Purchaser’s reasonable comments thereon.

280G Covenant. Prior To the extent required to avoid a disallowance of deduction under Section 280G of the Code, not less than five (5) business days prior to the ClosingClosing Date, the Company shall submit to its stockholders, the Stockholders for approval (in a manner and with a disclosure document reasonably satisfactory to AcquirorPurchaser) by a vote of stockholders such Stockholders as is required pursuant to Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder (the “280G Stockholder Vote”), any such payments or other benefits thatthat may, separately or in the aggregate, would otherwise cause there to be “parachute payments” within the meaning of Section 280G 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code) and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. The 280G Stockholder Vote shall establish the right of each “disqualified individual” (as defined in Section 280G(c) of the Code and the Treasury Regulations thereunder) (a “Disqualified Individual”) to the 280G Payments. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies Company a “disqualified individual” (as defined in Section 280G of the Code and the Treasury Regulations thereunder) Disqualified Individual and who would might otherwise receive or have the right or entitlement to receive a parachute payment under Section 280G Paymentof the Code, a written written, duly executed waiver (in form and substance reasonably satisfactory to Acquirora “Section 280G Waiver”) pursuant to which such person Disqualified Individual agrees to waive any and all right or entitlement to such 280G Paymentsparachute payment, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G of the Code. The Company Such Section 280G Waivers shall provide cease to Acquiror have any materials force or effect with respect to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders and such materials shall be subject any item covered thereby to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror written certification that either (a) extent the 280G Stockholder Vote was solicited for such item is obtained. In addition, the Company shall provide adequate disclosure to the Stockholders (including to the extent required by Section 280G of the Code and the stockholder approval was obtained with respect Treasury Regulations thereunder) of all material facts concerning all payments to any such Disqualified Individual that, but for the 280G Payments Stockholder Vote, could be deemed “parachute payments” under Section 280G of the Code in a manner that were subject satisfies Section 280G(b)(5)(B)(ii) of the Code and the Treasury Regulations thereunder. At least five (5) business days prior to the 280G Stockholder Vote, or (b) Purchaser and its counsel shall be given the Stockholder approval of any right to review and comment on all documents to be delivered to the Stockholders in connection with the 280G Payments was not obtained Stockholder Vote and as a consequence, such any required Section 280G Payments Waivers, and the Company shall not reasonably consider for inclusion therein all comments of Purchaser. Purchaser and its counsel shall be made or provided to any affected individualcopies of all documents executed by the Stockholders and Disqualified Individuals in connection with the 280G Stockholder Vote.

280G Covenant. Prior Not less than three (3) Business Days prior to the ClosingClosing Date, the Company shall submit to its stockholdersa stockholder vote, for approval (in a manner and with a disclosure document reasonably satisfactory to Acquiror) by a vote of stockholders as is required pursuant to that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder (the “280G Stockholder VoteRules”), the right of any such payments or other benefits that, separately or in the aggregate, would otherwise be “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies a “disqualified individual” (as defined in Section 280G 280G(c) of the Code and the Treasury Regulations thereunderCode) and who would otherwise receive or have the right or entitlement to receive a 280G Payment, a written waiver (in form and substance reasonably satisfactory to Acquiror) pursuant to which such person agrees to waive any and all right payments (or entitlement to such other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of the 280G PaymentsRules) to the extent necessary so that, to the extent such approval is obtained as set forth in the 280G Rules, no payment would cause any payment not to received by such “disqualified individual” shall be deductible pursuant a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G 280G(b)(4) of the Code). The Such vote shall establish each such disqualified individual’s right to the payment or other compensation if approved by the Company stockholders, and the Company shall provide use commercially reasonable efforts to Acquiror obtain any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time and all required waivers from each such disqualified individual prior to distribution to such stockholders and such materials shall be subject to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed)vote. Prior to the Closing DateIn addition, the Company shall deliver provide adequate disclosure to Acquiror written certification that either (a) all Company stockholders entitled to vote under the 280G Stockholder Vote was solicited and the stockholder approval was obtained with respect Rules of all material facts concerning all payments to any 280G Payments such disqualified individual that, but for such vote, could be deemed “parachute payments” in a manner that were subject to satisfies the 280G Stockholder VoteRules. At least five (5) Business Days prior to the vote, or (b) Parent and its counsel shall be given the Stockholder approval of any right to review and comment on all calculations and reports prepared in connection with the Company’s Section 280G Payments was not obtained analysis, all documents required to be delivered to the Company stockholders in connection with such vote, and as a consequenceany required disqualified individual waivers, and the Company shall consider such 280G Payments comments in good faith. Parent and its counsel shall not promptly be made or provided to any affected individualcopies of all documents executed by the stockholders and disqualified individuals in connection with the vote.

280G Covenant. Prior to the Closing, the Company shall submit to its stockholdersStockholders, for approval (in a manner and with a disclosure document reasonably satisfactory to AcquirorPurchaser (which approval shall not be unreasonably withheld)) by a vote of stockholders as is required such Stockholders pursuant to Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder (the “280G Stockholder Vote”), any such payments or other benefits thatthat may, separately or in the aggregate, would otherwise reasonably be expected to cause there to be “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies a “disqualified individual” (as defined in Section 280G of the Code and the Treasury Regulations thereunder) and who would might otherwise receive or have the right or entitlement to receive a parachute payment under Section 280G Paymentof the Code, a written waiver (in form and substance reasonably satisfactory to AcquirorPurchaser) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Paymentsparachute payment, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G of the Code. Such waivers shall cease to have any force or effect with respect to any item covered thereby to the extent the 280G Stockholder Vote for such item is obtained. The Company shall provide to Acquiror Purchaser any materials to be distributed to stockholders its Stockholders pursuant to this Section 5.4 5.7 within a reasonable period of time prior to distribution to such stockholders Stockholders and such materials shall be subject to the prior review and approval of Acquiror Purchaser (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror Purchaser written certification that either (a) the 280G Stockholder Vote was solicited and the stockholder Stockholder approval was obtained with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individual.

280G Covenant. Prior to the ClosingClosing Date, the Company shall submit to its stockholdersa stockholder vote, for approval (in a manner and with a disclosure document reasonably satisfactory to Acquiror) by a vote of stockholders as is required pursuant to that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder (which vote, for the “280G Stockholder Vote”avoidance of doubt, shall not be made by the Representative), the right of any such payments or other benefits that, separately or in the aggregate, would otherwise be “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies a “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and 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 extent necessary so that no payment received by such “disqualified individual” would be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code). 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 the “disqualified individual” prior to the vote. In addition, the Company shall provide adequate disclosure to Company Stockholders that hold voting Company Shares of all material facts concerning all payments to any “disqualified individual” 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. At least three (3) Business Days prior to the Treasury Regulations thereunder) vote, the Buyer and who would otherwise receive or its counsel shall have the right or entitlement to receive a 280G Payment, a written waiver (in form review and substance reasonably satisfactory comment on all documents to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, be delivered to the extent Company Stockholders in connection with such payment would cause vote and any payment not to be deductible pursuant to Section 280G of the Code. The Company shall provide to Acquiror any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders required disqualified individual waivers or consents, and such materials shall be subject to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror written certification that either (a) reflect all reasonable comments of the 280G Stockholder Vote was solicited Buyer thereon. Buyer and its counsel shall be provided copies of all documents executed by the stockholder approval was obtained Company’s stockholders and disqualified individuals in connection with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individualvote.

280G Covenant. Prior to the ClosingClosing Date, the Company shall submit to its stockholders, for approval (in a manner and with a disclosure document reasonably satisfactory to Acquiror) by a Shareholder vote the right of stockholders as is required pursuant to Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder (the “280G Stockholder Vote”), any such payments or other benefits that, separately or in the aggregate, would otherwise be “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies a “disqualified individual” (as defined in Section 280G 280G(c) of the Code) to receive any and 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 extent necessary so that no payment received by such “disqualified individual” would be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder) and who would otherwise receive or have the right or entitlement to receive a 280G Payment, a written waiver (in form and substance reasonably satisfactory to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G of the Code. The Company shall provide to Acquiror any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders and such materials shall be subject to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver have delivered to Acquiror written certification Parent evidence reasonably satisfactory to Parent (i) that either (a) the Shareholder approval was solicited in conformance with Section 280G Stockholder Vote was solicited and the stockholder regulations promulgated thereunder, and the requisite Shareholder approval was obtained with respect to any 280G Payments payments that were subject to the Shareholder vote (the “280G Stockholder VoteApproval”), or (bii) that the Stockholder approval of any 280G Payments Approval was not obtained and as a consequence, that such 280G Payments “parachute payments” shall not be made or provided provided, pursuant to any the waivers of those payments and/or benefits which were executed by the affected individuals prior to Shareholder vote. Such vote shall establish the “disqualified individual’s” right to the payment or other compensation. In addition, before the vote is submitted to the Shareholders, the Company shall provide adequate disclosure to the Shareholders 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. Parent and its counsel shall have the right to review and comment on all documents to be delivered to the Shareholders in connection with such vote. For purposes of clarity, only that portion of the payments and/or benefits that is in excess of 2.99 times the applicable individual’s “base amount” (within the meaning of Section 280G(b)(3) of the Code) need be submitted for a Shareholder vote, and subject to waiver, in accordance with the provisions above.

280G Covenant. Prior To the extent required, prior to the Closing, the Company shall use commercially reasonable efforts to submit to its stockholdersshareholders, for approval (in a manner and with a disclosure document reasonably satisfactory to AcquirorPurchaser) by a vote of stockholders such shareholders as is required pursuant to Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder (the “280G Stockholder Vote”), any such payments or other benefits thatthat may, separately or in the aggregate, would otherwise cause there to be “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall use commercially reasonable efforts to obtain, from each person Person whom the Company reasonably believes to be with respect to the any of the Group Companies Company a “disqualified individual” (as defined in Section 280G of the Code and the Treasury Regulations thereunder) and who would might otherwise receive or have the right or entitlement to receive a parachute payment under Section 280G Paymentof the Code, a written waiver (in form and substance reasonably satisfactory to Acquiror) pursuant to which such person Person agrees to waive any and all right or entitlement to such 280G Paymentsparachute payment, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G of the Code. The Company Such waivers shall provide cease to Acquiror have any materials force or effect with respect to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders and such materials shall be subject any item covered thereby to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror written certification that either (a) extent the 280G Stockholder Vote was solicited and the stockholder approval was obtained with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, for such 280G Payments shall not be made or provided to any affected individualitem is obtained.

280G Covenant. Prior Not less than five (5) Business Days prior to the ClosingClosing Date, the Company shall submit to its stockholdersa stockholder vote, for approval (in a manner and with a disclosure document reasonably satisfactory to Acquiror) by a vote of stockholders as is required pursuant to that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder (which vote, for the “280G Stockholder Vote”avoidance of doubt, shall not be made by the Representative), the right of any such payments or other benefits that, separately or in the aggregate, would otherwise be “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies a “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and 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 extent necessary so that no payment received by such “disqualified individual” would be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code). 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 the “disqualified individual” prior to the vote. In addition, the Company shall provide adequate disclosure to Company Stockholders that hold voting Company Shares of all material facts concerning all payments to any “disqualified individual” 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. At least three (3) Business Days prior to the Treasury Regulations thereunder) vote, the Buyer and who would otherwise receive or its counsel shall have the right or entitlement to receive a 280G Payment, a written waiver (in form review and substance reasonably satisfactory comment on all documents to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, be delivered to the extent Company Stockholders in connection with such payment would cause vote and any payment not to be deductible pursuant to Section 280G of the Code. The Company shall provide to Acquiror any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders required disqualified individual waivers or consents, and such materials shall be subject to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror written certification that either (a) reflect all reasonable comments of the 280G Stockholder Vote was solicited Buyer thereon. Buyer and its counsel shall be provided copies of all documents executed by the stockholder approval was obtained Company’s stockholders and disqualified individuals in connection with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individualvote.

280G Covenant. Prior Not less than three (3) Business Days prior to the ClosingClosing Date, the Company Group Companies shall submit to its stockholdersan equity holder vote, for approval (in a manner and with a disclosure document reasonably satisfactory to Acquiror) by a vote of stockholders as is required pursuant to that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the “280G Stockholder Vote”), Code) to receive any such and all payments (or other benefits that, separately or in benefits) contingent on the aggregate, would otherwise be “parachute payments” consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code). Such vote shall establish the disqualified individual’s right to the payment or other compensation, and the Treasury Regulations thereunder (Group Companies shall obtain any required waivers or consents from the “280G Payments”)disqualified individual prior to the vote. In addition, the Group Companies shall provide adequate disclosure to equity holders of all material facts concerning all payments to any such disqualified individual that, if the 280G Stockholder Vote is received approving the 280G Paymentsbut for such vote, such 280G Payments shall not cause there to could be deemed “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies in a “disqualified individual” (as defined in manner that satisfies Section 280G 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder. At least five (5) Business Days prior to the Treasury Regulations thereunder) vote, the Buyer and who would otherwise receive or have its counsel shall be given the right or entitlement to receive a 280G Payment, a written waiver (in form review and substance reasonably satisfactory comment on all documents required to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, be delivered to the extent equity holders in connection with such payment would cause vote and any payment not to be deductible pursuant to Section 280G required disqualified individual waivers or consents, and the Group Companies shall reflect all comments of the CodeBuyer or its counsel thereon. The Company shall provide to Acquiror any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders Buyer and such materials its counsel shall be subject to provided copies of all documents executed by the prior review equity holders and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to disqualified individuals in connection with the Closing Date, the Company shall deliver to Acquiror written certification that either (a) the 280G Stockholder Vote was solicited and the stockholder approval was obtained with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individualvote.

280G Covenant. Prior Not less than one (1) Business Day prior to the ClosingEffective Time, the Company shall submit to its stockholdersa stockholder vote, for approval (in a manner and with a disclosure document reasonably satisfactory to Acquiror) by a vote of stockholders as is required pursuant to that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the “280G Stockholder Vote”), Code) to receive any such and all payments (or other benefits that, separately or in benefits) contingent on the aggregate, would otherwise be “parachute payments” consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code). Such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Company Stockholders, and the Treasury Regulations thereunder (Company shall obtain any required waivers or consents from the “280G Payments”)disqualified individual prior to the vote. In addition, the Company shall provide adequate disclosure to Company Stockholders that hold voting Company Stock of all material facts concerning all payments to any such disqualified individual that, if the 280G Stockholder Vote is received approving the 280G Paymentsbut for such vote, such 280G Payments shall not cause there to could be deemed “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies in a “disqualified individual” (as defined in manner that satisfies Section 280G 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder. At least five (5) Business Days prior to the Treasury Regulations thereunder) vote, the Buyer and who would otherwise receive or have its counsel shall be given the right or entitlement to receive a 280G Payment, a written waiver (in form review and substance reasonably satisfactory comment on all documents required to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, be delivered to the extent Company Stockholders in connection with such payment would cause vote and any payment not to be deductible pursuant to Section 280G of the Code. The Company shall provide to Acquiror any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders required disqualified individual waivers or consents, and such materials shall be subject to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror written certification that either (a) reflect all comments of the 280G Stockholder Vote was solicited Buyer or its counsel thereon. Buyer and its counsel shall be provided copies of all documents executed by the stockholder approval was obtained stockholders and disqualified individuals in connection with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individualvote.

280G Covenant. Prior to In connection with the Closingsolicitation of the Company Stockholder Approval, the Company shall submit to its stockholdersa stockholder vote, for approval (in a manner and with a disclosure document reasonably satisfactory to Acquiror) by a vote of stockholders as is required pursuant to that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the “280G Stockholder Vote”), Code) to receive any such and all payments (or other benefits that, separately or in benefits) contingent on the aggregate, would otherwise be “parachute payments” consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code). Such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Company Stockholders, and the Treasury Regulations thereunder (Company shall obtain any required waivers or consents from the “280G Payments”)disqualified individual prior to the vote. In addition, the Company shall provide adequate disclosure to Company Stockholders that hold voting Company Stock of all material facts concerning all payments to any such disqualified individual that, if the 280G Stockholder Vote is received approving the 280G Paymentsbut for such vote, such 280G Payments shall not cause there to could be deemed “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of the Group Companies in a “disqualified individual” (as defined in manner that satisfies Section 280G 280G(b)(5)(B)(ii) of the Code and the Treasury Regulations regulations promulgated thereunder) . The Buyer and who would otherwise receive or have the right or entitlement its counsel shall be given an adequate opportunity to receive a 280G Payment, a written waiver (in form review and substance reasonably satisfactory comment on all documents required to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Payments, be delivered to the extent Company Stockholders in connection with such payment would cause vote and any payment not to be deductible pursuant to Section 280G of the Code. The Company shall provide to Acquiror any materials to be distributed to stockholders pursuant to this Section 5.4 within a reasonable period of time prior to distribution to such stockholders required disqualified individual waivers or consents, and such materials shall be subject to the prior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror written certification that either (a) reflect all comments of the 280G Stockholder Vote was solicited Buyer or its counsel thereon. Buyer and its counsel shall be provided copies of all documents executed by the stockholder approval was obtained stockholders and disqualified individuals in connection with respect to any 280G Payments that were subject to the 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individualvote.

280G Covenant. Prior to the Closing, the Company shall submit to its stockholdersshareholders, for approval (in a manner and with a disclosure document reasonably satisfactory to AcquirorPurchaser) by a vote of stockholders such shareholders as is required pursuant to Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder (the “280G Stockholder Shareholder Vote”), any such payments or other benefits thatthat may, separately or in the aggregate, would otherwise cause there to be “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Shareholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Shareholder Vote, the Company shall obtain, from each person Person whom the Company reasonably believes to be is with respect to the any of the Group Companies Company a “disqualified individual” (as defined in Section 280G of the Code and the Treasury Regulations thereunder) and who would otherwise receive or have the right or entitlement to receive a 280G Payment, a written waiver (in form and substance reasonably satisfactory to Acquirorpreviously approved by Purchaser) pursuant to which such person Person agrees to waive any and all right or entitlement to such 280G Paymentsparachute payment, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G of the CodeCode (the “280G Waivers”). The Company shall provide to Acquiror Purchaser any materials to be distributed to stockholders its shareholders pursuant to this Section 5.4 4.5 within a reasonable period of time prior to distribution to such stockholders shareholders and such materials shall be subject to the prior review and approval of Acquiror Purchaser (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Company shall deliver to Acquiror Purchaser copies of all the 280G Waivers and written certification confirmation that either (a) the 280G Stockholder Shareholder Vote was solicited and the stockholder shareholder approval was obtained with respect to any 280G Payments that were subject to the 280G Stockholder Shareholder Vote, or (b) the Stockholder shareholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individualindividual pursuant to the 280G Waivers.

280G Covenant. Prior to the Closing, the Company Seller shall cause each of LogicNow S.A., LogicNow TopCo S.à x.x. and GFI Software Holdings, Ltd. to submit to its stockholdersrespective shareholders, for approval (in a manner and with a disclosure document reasonably satisfactory to Acquiror) by a vote of stockholders as is required pursuant such shareholders intended to meet the requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder (the “280G Stockholder Shareholder Vote”), any such payments or other benefits thatthat will, separately or in the aggregate, would otherwise cause there to be “parachute payments” within the meaning of Section 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Stockholder Shareholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be “excess parachute payments” under Section 280G of the Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Shareholder Vote, the Company Seller shall use its best efforts to obtain, from each person whom the Company Seller reasonably believes to be with respect to the any of Seller, US Seller or the Group Companies a “disqualified individual” (as defined in Section 280G of the Code and the Treasury Regulations thereunder) and who would might otherwise receive or have the right or entitlement to receive a parachute payment under Section 280G Paymentof the Code, a written waiver (in form and substance reasonably satisfactory to Acquiror) pursuant to which such person agrees to waive any and all right or entitlement to such 280G Paymentsparachute payment, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G of the Code. The Company Such waivers shall cease to have any force or effect with respect to any item covered thereby to the extent the 280G Shareholder Vote for such item is obtained. Seller shall provide to Acquiror Purchaser a copy of such waiver and any materials to be distributed to stockholders its shareholders pursuant to this Section 5.4 5.09 within a reasonable period of time prior to distribution to such stockholders the disqualified individual or to the shareholders, as applicable, and such materials shall be subject to the prior review and approval comment of Acquiror (Purchaser. The Seller shall in good faith reflect in such approval not to be unreasonably withheld, conditioned waiver or delayed)shareholder materials any changes reasonably requested by Purchaser or its representatives. Prior to the Closing Date, the Company Seller shall deliver to Acquiror Purchaser written certification notice that either (a) the 280G Stockholder Shareholder Vote was solicited and the stockholder shareholder approval was obtained with respect to any 280G Payments that were subject to the 280G Stockholder Shareholder Vote, or (b) the Stockholder shareholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall not be made or provided to any affected individualindividual having executed a written waiver with respect thereto.