Common use of 280G Covenant Clause in Contracts

280G Covenant. Not less than five (5) Business Days prior to the Closing Date, the Sellers shall cause the Company to submit to a shareholder vote, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder (which vote, for the avoidance of doubt, shall not be made by the Representative), 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 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 vote, the Buyer and its counsel shall have the right to review and comment on all documents to be delivered to the Sellers in connection with such vote and any required disqualified individual waivers or consents, and the Sellers shall cause the Company to reflect all reasonable comments of the Buyer thereon. Buyer and its counsel shall be provided copies of all documents executed by the shareholders and disqualified individuals in connection with the vote.

280G Covenant. Not less than five (5) Business Days prior Prior to the Closing DateClosing, the Sellers Company shall cause the Company to submit to a shareholder voteits stockholders, for approval (in a manner that satisfies the shareholder approval requirements under 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 regulations promulgated the Treasury Regulations thereunder (which votethe “280G Stockholder Vote”), for any such payments or other benefits that, separately or in the avoidance aggregate, would otherwise be “parachute payments” within the meaning of doubtSection 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 made by “excess parachute payments” under Section 280G of the Representative)Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the right Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of any the Group Companies a “disqualified individual” (as defined in Section 280G(c) 280G of the CodeCode 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 payments (right 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) entitlement to such 280G Payments, to the extent necessary so that no such payment received by such “disqualified individual” would cause any payment not to be a “parachute payment” under Section 280G(b) of the Code (determined without regard deductible pursuant 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 Code. The Company shall provide to Acquiror any materials to be distributed to stockholders pursuant to this Section 5.4 within a manner that satisfies Section 280G(b)(5)(B)(ii) reasonable period of the Code and regulations promulgated thereunder. At least five (5) Business Days time prior to distribution to such stockholders and such materials shall be subject to the voteprior review and approval of Acquiror (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Buyer Company shall deliver to Acquiror written certification that either (a) the 280G Stockholder Vote was solicited and its counsel shall have the right stockholder approval was obtained with respect to review and comment on all documents to be delivered any 280G Payments that were subject to the Sellers in connection with 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such vote and 280G Payments shall not be made or provided to any required disqualified individual waivers or consents, and the Sellers shall cause the Company to reflect all reasonable comments of the Buyer thereon. Buyer and its counsel shall be provided copies of all documents executed by the shareholders and disqualified individuals in connection with the voteaffected individual.

280G Covenant. Not less than five (5) Business Days prior Prior to the Closing DateClosing, the Sellers Company shall cause the Company to submit to a shareholder stockholder vote, in a manner that satisfies the shareholder stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations the Treasury Regulations promulgated thereunder (which vote, for the avoidance of doubt, shall not be made by the Representative)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 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 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 Vote Result”) shall establish the “disqualified individual’s” ’s right to the payment or other compensationcompensation if approved by Stockholders, and the Sellers Company shall cause the Company to obtain any required waivers or consents from the “disqualified individual” individual prior to the vote. In addition, the Sellers Company shall cause the Company to provide adequate disclosure to Sellers Stockholders that hold voting Company Shares Stock of all material facts concerning all payments to any “such disqualified individual” 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 vote, the Buyer Purchaser and its counsel shall have the right be given an adequate opportunity to review and comment on all documents required to be delivered to the Sellers stockholders in connection with such vote and any required disqualified individual waivers or consents, and the Sellers Company shall cause the Company to reflect all reasonable comments of the Buyer Purchaser or its counsel thereon. Buyer Purchaser and its counsel shall be provided copies of all documents executed by the shareholders stockholders and disqualified individuals in connection with the vote.

280G Covenant. Not less than five (5a) Business Days prior Prior to the Closing Date, to the Sellers shall cause extent required to avoid the Company to submit to a shareholder vote, in a manner that satisfies the shareholder approval requirements under application of Section 280G(b)(5)(B) 280G of the Code and regulations promulgated thereunder (which vote, for and/or Section 4999 of the avoidance of doubt, shall not be made by the Representative)Code, the right of any Company shall use its reasonable best efforts to obtain from each “disqualified individual” (as defined in Section 280G(c) of the Code) who has a right or potential right to receive or retain any and all payments (or other benefits) and/or benefits that are contingent on the consummation of the sale of the Company Shares and the other transactions contemplated by this Agreement (and that could be deemed to constitute “parachute payments” within the meaning of Section 280G(b)(2)(A)(i) 280G of the CodeCode and Treasury Regulations promulgated thereunder (the “280G Rules”, and such payments and benefits, the “280G Benefits”), an irrevocable waiver of such 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 Benefits so waived, the “Waived Benefits”). (b) For each disqualified individual who executes a 280G Waiver, the Company shall submit to a stockholder vote, in a manner that satisfies the extent necessary 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” would individual shall be deemed to be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code). Such The Company shall consult in good faith with the Buyer regarding the method in which the stockholder vote is to be solicited. (c) The Buyer shall establish provide the “disqualified individual’s” right Company or its counsel with all information and documents necessary to the payment or other compensation, and the Sellers shall cause allow the Company to obtain determine whether any required waivers payments made or consents from the “to be made or benefits granted or to be granted to any disqualified individual” individual pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated with any disqualified individual by Buyer or any of its Affiliates prior to the vote. In addition, the Sellers shall cause the Company Closing (“Buyer Payments”) could reasonably be considered 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 within the meaning of Section 280G of the Code in a manner that satisfies Section 280G(b)(5)(B)(ii280G(b)(2) of the Code and regulations promulgated thereunder. At at least five (5) Business Days [**] prior to the voteClosing Date (and shall further promptly provide any such updated information as is necessary prior to the Closing). 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 provide to the 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 have the right to review and comment on all documents to be delivered deliver to the Sellers Buyer or its counsel a certification reasonably satisfactory to the Buyer that the vote of stockholders was solicited in connection accordance with this Section 6.6 and confirmation that (A) the requisite stockholder approval of the “parachute payments” was obtained or (B) such vote stockholder approval was not obtained and, as a consequence, 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 Buyer 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 disqualified individual waivers withholding) or consents, and the Sellers shall cause the Company to reflect all reasonable comments of instruct the Buyer thereon. Buyer and its counsel shall be provided copies to deduct the amount of all documents executed by the shareholders and disqualified individuals in connection with the votesuch payment (without adjustment for any required withholding) from amounts otherwise concurrently payable to [**] pursuant to this Agreement).

280G Covenant. Not less than five three (53) Business Days prior to the Closing Date, the Sellers Group Companies shall cause the Company to submit to a shareholder an equity holder vote, in a manner that satisfies the shareholder stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations the Treasury Regulations promulgated thereunder (which vote, for the avoidance of doubt, shall not be made by the Representative)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 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 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” ’s right to the payment or other compensation, and the Sellers Group Companies shall cause the Company to obtain any required waivers or consents from the “disqualified individual” individual prior to the vote. In addition, the Sellers Group Companies shall cause the Company to provide adequate disclosure to Sellers that hold voting Company Shares equity holders of all material facts concerning all payments to any “such disqualified individual” 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 vote, the Buyer and its counsel shall have be given the right to review and comment on all documents required to be delivered to the Sellers equity holders in connection with such vote and any required disqualified individual waivers or consents, and the Sellers Group Companies shall cause the Company to reflect all reasonable comments of the Buyer or its counsel thereon. The Buyer and its counsel shall be provided copies of all documents executed by the shareholders equity holders and disqualified individuals in connection with the vote.

280G Covenant. Not less than five three (53) Business Days prior to the Closing Date, the Sellers Company shall cause the Company to submit to a shareholder stockholder vote, in a manner that satisfies the shareholder stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations the Treasury Regulations promulgated thereunder (which vote, for the avoidance of doubt, shall not be made by the Representative“280G Rules”), 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 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 Code280G Rules) to the extent necessary so that that, to the extent such approval is obtained as set forth in the 280G Rules, no payment received by such “disqualified individual” would 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 “each such disqualified individual’s” ’s right to the payment or other compensationcompensation if approved by the Company stockholders, and the Sellers Company shall cause the Company use commercially reasonable efforts to obtain any and all required waivers or consents from the “each such disqualified individual” individual prior to the vote. In addition, the Sellers Company shall cause the Company to provide adequate disclosure to Sellers that hold voting all Company Shares stockholders entitled to vote under the 280G Rules of all material facts concerning all payments to any “such disqualified individual” 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 thereunder280G Rules. At least five (5) Business Days prior to the vote, the Buyer Parent and its counsel shall have be given the right to review and comment on all calculations and reports prepared in connection with the Company’s Section 280G analysis, all documents required to be delivered to the Sellers Company stockholders in connection with such vote vote, and any required disqualified individual waivers or consentswaivers, and the Sellers Company shall cause the Company to reflect all reasonable consider such comments of the Buyer thereonin good faith. Buyer Parent and its counsel shall promptly be provided copies of all documents executed by the shareholders stockholders and disqualified individuals in connection with the vote.

280G Covenant. Not 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 Company 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 Sellers Company shall cause the Company to submit to a shareholder stockholder vote, in a manner that satisfies is intended to satisfy the shareholder stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations the Treasury Regulations promulgated thereunder (which vote, for the avoidance of doubt, shall not be made by the Representative)thereunder, the right of any such “disqualified individual” (as defined in Section 280G(c) of the Code) that has entered into a 280G Waiver 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 retain 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)Waived 280G Benefits. Such vote shall establish the “such disqualified individual’s” individuals’ right to the payment or other compensation, and the Sellers shall cause compensation if approved by the Company to obtain any required waivers or consents from the “disqualified individual” prior to the voteStockholders. In addition, the Sellers Company shall cause the Company to provide adequate disclosure to Sellers Company Stockholders that hold voting Company Shares Stock of all material facts concerning all payments to any “such disqualified individual” 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 four (54) Business Days prior to the vote, the Buyer and its counsel shall have be given the right to review and comment on all documents required to be delivered to the Sellers Company Stockholders in connection with such vote and any required disqualified individual waivers or consents, and the Sellers Company shall cause the Company to reflect reasonably consider all reasonable comments of the Buyer or its counsel thereon. Buyer and its counsel shall be provided copies of all documents executed by the shareholders stockholders and disqualified individuals in connection with the vote.

280G Covenant. Not less than five (5) Business Days prior Prior to the Closing Date, the Sellers Company shall cause the Company to submit to a shareholder vote, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder (which vote, for the avoidance of doubt, shall not be made by the Representative), Shareholder vote 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 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), in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder. Prior to the Closing Date, the Company shall have delivered to Parent evidence reasonably satisfactory to Parent (i) that Shareholder approval was solicited in conformance with Section 280G and the regulations promulgated thereunder, and the requisite Shareholder approval was obtained with respect to any payments that were subject to the Shareholder vote (the “280G Approval”), or (ii) that the 280G Approval was not obtained and as a consequence, that such “parachute payments” shall not be made or provided, pursuant to the 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, and the Sellers shall cause the Company to obtain any required waivers or consents from the “disqualified individual” prior to the vote. In addition, before the Sellers shall cause vote is submitted to the Shareholders, the Company to shall provide adequate disclosure to Sellers that hold voting Company Shares the Shareholders 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 vote, the Buyer Parent and its counsel shall have the right to review and comment on all documents to be delivered to the Sellers Shareholders in connection with such vote and any required disqualified individual waivers or consentsvote. 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 the Sellers shall cause the Company subject to reflect all reasonable comments of the Buyer thereon. Buyer and its counsel shall be provided copies of all documents executed by the shareholders and disqualified individuals waiver, in connection accordance with the voteprovisions above.

280G Covenant. Not less than five (5) Business Days prior Prior to the Closing DateClosing, the Sellers Company shall cause the Company to submit to a shareholder voteits shareholders, for approval (in a manner that satisfies the shareholder approval requirements under and with a disclosure document reasonably satisfactory to Purchaser) by a vote of such shareholders as is required pursuant to Section 280G(b)(5)(B) of the Code and regulations promulgated the Treasury Regulations thereunder (which votethe “280G Shareholder Vote”), for any such payments or other benefits that may, separately or in the avoidance aggregate, cause there to be “parachute payments” within the meaning of doubtSection 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Shareholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be made by “excess parachute payments” under Section 280G of the Representative)Code and the Treasury Regulations thereunder. Prior to such 280G Shareholder Vote, the right of any Company shall obtain, from each Person whom is with respect to the Company a “disqualified individual” (as defined in Section 280G(c) 280G of the CodeCode and the Treasury Regulations thereunder) a written waiver (in form and substance previously approved by Purchaser) pursuant to receive which such Person agrees to waive any and all payments (right 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) entitlement to such parachute payment, to the extent necessary so that no such payment received by such “disqualified individual” would cause any payment not to be a “parachute payment” under Section 280G(b) of the Code (determined without regard deductible pursuant 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 (the “280G Waivers”). The Company shall provide to Purchaser any materials to be distributed to its shareholders pursuant to this Section 4.5 within a manner that satisfies Section 280G(b)(5)(B)(ii) reasonable period of the Code and regulations promulgated thereunder. At least five (5) Business Days time prior to distribution to such shareholders and such materials shall be subject to the voteprior review and approval of Purchaser (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Buyer and its counsel Company shall have the right deliver to review and comment on all documents to be delivered to the Sellers in connection with such vote and any required disqualified individual waivers or consents, and the Sellers shall cause the Company to reflect all reasonable comments of the Buyer thereon. Buyer and its counsel shall be provided Purchaser copies of all documents executed by the shareholders 280G Waivers and disqualified individuals in connection written confirmation that either (a) the 280G Shareholder Vote was solicited and the shareholder approval was obtained with respect to any 280G Payments that were subject to the vote280G Shareholder Vote, or (b) the 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 individual pursuant to the 280G Waivers.

280G Covenant. Not less than five (5) Business Days prior Prior to the Closing DateClosing, the Sellers Company shall cause the Company to submit to a shareholder voteits Stockholders, for approval (in a manner that satisfies the shareholder and with a disclosure document reasonably satisfactory to Purchaser (which approval requirements under shall not be unreasonably withheld)) by a vote of such Stockholders pursuant to Section 280G(b)(5)(B) of the Code and regulations promulgated the Treasury Regulations thereunder (which votethe “280G Stockholder Vote”), for any such payments or other benefits that may, separately or in the avoidance aggregate, reasonably be expected to cause there to be “parachute payments” within the meaning of doubtSection 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 made by “excess parachute payments” under Section 280G of the Representative)Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the right Company shall obtain, from each person whom the Company reasonably believes to be with respect to the any of any 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) 280G 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 Treasury Regulations thereunder) and who might otherwise receive or have the Company right or entitlement 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 “receive a parachute payments” to a “disqualified individual” payment under Section 280G of the Code Code, a written waiver (in a manner that satisfies form and substance reasonably satisfactory to Purchaser) pursuant to which such person agrees to waive any and all right or entitlement to such parachute payment, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G(b)(5)(B)(ii) 280G of the Code and regulations promulgated thereunderCode. At least five (5) Business Days 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 Purchaser any materials to be distributed to its Stockholders pursuant to this Section 5.7 within a reasonable period of time prior to distribution to such Stockholders and such materials shall be subject to the voteprior review and approval of Purchaser (such approval not to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, the Buyer Company shall deliver to Purchaser written certification that either (a) the 280G Stockholder Vote was solicited and its counsel shall have the right Stockholder approval was obtained with respect to review and comment on all documents to be delivered any 280G Payments that were subject to the Sellers in connection with 280G Stockholder Vote, or (b) the Stockholder approval of any 280G Payments was not obtained and as a consequence, such vote and 280G Payments shall not be made or provided to any required disqualified individual waivers or consents, and the Sellers shall cause the Company to reflect all reasonable comments of the Buyer thereon. Buyer and its counsel shall be provided copies of all documents executed by the shareholders and disqualified individuals in connection with the voteaffected individual.

280G Covenant. Not less than five (5) Business Days prior Prior to the Closing DateClosing, the Sellers Seller shall cause the Company each of LogicNow S.A., LogicNow TopCo S.à x.x. and GFI Software Holdings, Ltd. to submit to its respective shareholders, for approval by a shareholder vote, in a manner that satisfies vote of such shareholders intended to meet the shareholder approval requirements under of Section 280G(b)(5)(B) of the Code and regulations promulgated the Treasury Regulations thereunder (which votethe “280G Shareholder Vote”), for any such payments or other benefits that will, separately or in the avoidance aggregate, cause there to be “parachute payments” within the meaning of doubtSection 280G of the Code and the Treasury Regulations thereunder (the “280G Payments”), such that, if the 280G Shareholder Vote is received approving the 280G Payments, such 280G Payments shall not cause there to be made by “excess parachute payments” under Section 280G of the Representative)Code and the Treasury Regulations thereunder. Prior to such 280G Shareholder Vote, Seller shall use its best efforts to obtain, from each person whom Seller reasonably believes to be with respect to Seller, US Seller or the right of any 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) 280G 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 Treasury Regulations thereunder) and who might otherwise receive or have the Company right or entitlement 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 “receive a parachute payments” to a “disqualified individual” payment under Section 280G of the Code in Code, a manner that satisfies written waiver pursuant to which such person agrees to waive any and all right or entitlement to such parachute payment, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G(b)(5)(B)(ii) 280G of the Code Code. 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 Purchaser a copy of such waiver and regulations promulgated thereunder. At least five (5) Business Days any materials to be distributed to its shareholders pursuant to this Section 5.09 within a reasonable period of time prior to distribution to the votedisqualified individual or to the shareholders, as applicable, and such materials shall be subject to the Buyer and its counsel shall have the right to prior review and comment on all documents to be delivered of Purchaser. The Seller shall in good faith reflect in such waiver or shareholder materials any changes reasonably requested by Purchaser or its representatives. Prior to the Sellers in connection with such vote and any required disqualified individual waivers or consentsClosing Date, Seller shall deliver to Purchaser written notice that either (a) the 280G Shareholder Vote was solicited and the Sellers shareholder approval was obtained with respect to any 280G Payments that were subject to the 280G Shareholder Vote, or (b) the shareholder approval of any 280G Payments was not obtained and as a consequence, such 280G Payments shall cause the Company not be made or provided to reflect all reasonable comments of the Buyer thereon. Buyer and its counsel shall be provided copies of all documents any affected individual having executed by the shareholders and disqualified individuals in connection a written waiver with the voterespect thereto.

280G Covenant. Not less than five (5) Business Days To the extent required, prior to the Closing DateClosing, the Sellers Company shall cause the Company use commercially reasonable efforts to submit to a shareholder voteits shareholders, for approval (in a manner that satisfies the shareholder approval requirements under and with a disclosure document reasonably satisfactory to Purchaser) by a vote of such shareholders as is required pursuant to Section 280G(b)(5)(B) of the Code and regulations promulgated the Treasury Regulations thereunder (which votethe “280G Stockholder Vote”), for any such payments or other benefits that may, separately or in the avoidance aggregate, cause there to be “parachute payments” within the meaning of doubtSection 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 made by “excess parachute payments” under Section 280G of the Representative)Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the right of any Company shall use commercially reasonable efforts to obtain, from each Person whom the Company reasonably believes to be with respect to the Company 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) 280G 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 Treasury Regulations thereunder) and who might otherwise receive or have the Company right or entitlement 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 “receive a parachute payments” to a “disqualified individual” payment under Section 280G of the Code in Code, a manner that satisfies written waiver pursuant to which such Person agrees to waive any and all right or entitlement to such parachute payment, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G(b)(5)(B)(ii) 280G of the Code and regulations promulgated thereunderCode. At least five (5) Business Days prior Such waivers shall cease to have any force or effect with respect to any item covered thereby to the vote, extent the Buyer and its counsel shall have the right to review and comment on all documents to be delivered to the Sellers in connection with 280G Stockholder Vote for such vote and any required disqualified individual waivers or consents, and the Sellers shall cause the Company to reflect all reasonable comments of the Buyer thereon. Buyer and its counsel shall be provided copies of all documents executed by the shareholders and disqualified individuals in connection with the voteitem is obtained.

280G Covenant. Not less than five (5) Business Days prior to In connection with the Closing Datesolicitation of the Company Stockholder Approval, the Sellers Company shall cause the Company to submit to a shareholder stockholder vote, in a manner that satisfies the shareholder stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations the Treasury Regulations promulgated thereunder (which vote, for the avoidance of doubt, shall not be made by the Representative)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 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 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” ’s right to the payment or other compensationcompensation if approved by the Company Stockholders, and the Sellers Company shall cause the Company to obtain any required waivers or consents from the “disqualified individual” individual prior to the vote. In addition, the Sellers Company shall cause the Company to provide adequate disclosure to Sellers Company Stockholders that hold voting Company Shares Stock of all material facts concerning all payments to any “such disqualified individual” 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 vote, the The Buyer and its counsel shall have the right be given an adequate opportunity to review and comment on all documents required to be delivered to the Sellers Company Stockholders in connection with such vote and any required disqualified individual waivers or consents, and the Sellers Company shall cause the Company to 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 shareholders stockholders and disqualified individuals in connection with the vote.

280G Covenant. Not less than five (5) Business Days To the extent required, prior to the Closing DateClosing, the Sellers Company shall cause the Company use commercially reasonable efforts to submit to a shareholder votethe Stockholders, for approval (in a manner that satisfies and with a disclosure document reasonably satisfactory to the shareholder approval requirements under Purchaser) by a vote of such Stockholders as is required pursuant to Section 280G(b)(5)(B) of the Code and regulations promulgated the Treasury Regulations thereunder (which votethe “280G Stockholder Vote”), for any such payments or other benefits that may, separately or in the avoidance aggregate, cause there to be “parachute payments” within the meaning of doubtSection 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 made by “excess parachute payments” under Section 280G of the Representative)Code and the Treasury Regulations thereunder. Prior to such 280G Stockholder Vote, the right of any Company shall use commercially reasonable efforts to obtain, from each person whom the Company reasonably believes to be with respect to the Company 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) 280G 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 Treasury Regulations thereunder) and who might otherwise receive or have the Company right or entitlement 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 “receive a parachute payments” to a “disqualified individual” payment under Section 280G of the Code in Code, a manner that satisfies written waiver pursuant to which such person agrees to waive any and all right or entitlement to such parachute payment, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G(b)(5)(B)(ii) 280G of the Code and regulations promulgated thereunderCode. At least five (5) Business Days prior Such waivers shall cease to have any force or effect with respect to any item covered thereby to the vote, extent the Buyer and its counsel shall have the right to review and comment on all documents to be delivered to the Sellers in connection with 280G Stockholder Vote for such vote and any required disqualified individual waivers or consents, and the Sellers shall cause the Company to reflect all reasonable comments of the Buyer thereon. Buyer and its counsel shall be provided copies of all documents executed by the shareholders and disqualified individuals in connection with the voteitem is obtained.

280G Covenant. Not less than five (5) Business Days prior The Company shall use commercially reasonable efforts to the Closing Date, the Sellers shall cause the Company to submit to obtain a shareholder vote, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder (which vote, for the avoidance of doubt, shall not be made by the Representative), the right of any waiver from each “disqualified individual” (as defined in Section 280G(c) of the Code) with respect to the Company who would reasonably be expected to receive or have received any and all payments (payment or other benefits) contingent on the consummation of the sale of the Company Shares and the other transactions contemplated by this Agreement benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A)(i280G(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 extent necessary so Closing Date, the Company shall submit to a stockholder vote, in a manner that no payment received by is intended to satisfy the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any such “disqualified individual” would be a “parachute payment” under (as defined in Section 280G(b) of the Code (determined without regard to Section 280G(b)(4280G(c) of the Code)) that has entered into a 280G Waiver to receive or retain such Waived 280G Benefits. Such vote shall establish the “such disqualified individual’s” individuals’ right to the payment or other compensation, and the Sellers shall cause compensation if approved by the Company to obtain any required waivers or consents from the “disqualified individual” prior to the voteStockholders. In addition, the Sellers Company shall cause the Company to provide adequate disclosure to Sellers Company Stockholders that hold voting Company Shares Stock of all material facts concerning all payments to any “such disqualified individual” 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 four (54) Business Days prior to the vote, the Buyer Parent and its counsel shall have be given the right to review and comment on all documents required to be delivered to the Sellers Company Stockholders in connection with such vote and any required disqualified individual waivers or consents, and the Sellers Company shall cause the Company to reflect accept all reasonable comments of the Buyer Parent or its counsel thereon. Buyer The Parent and its counsel shall be provided copies of all documents executed by the shareholders stockholders and disqualified individuals in connection with the vote.

280G Covenant. Not less than five (5) Business Days prior to the Closing Date, the Sellers Company shall cause the Company to submit to a shareholder stockholder vote, in a manner that satisfies the shareholder stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder (which vote, for the avoidance of doubt, shall not be made by the Representative), 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 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 Company shall cause the Company to obtain any required waivers or consents from the “disqualified individual” prior to the vote. In addition, the Sellers Company shall cause the Company to provide adequate disclosure to Sellers 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 five three (53) Business Days prior to the vote, the Buyer and its counsel shall have the right to review and comment on all documents to be delivered to the Sellers Company Stockholders in connection with such vote and any required disqualified individual waivers or consents, and the Sellers Company shall cause the Company to reflect all reasonable comments of the Buyer thereon. Buyer and its counsel shall be provided copies of all documents executed by the shareholders Company’s stockholders and disqualified individuals in connection with the vote.

280G Covenant. Not less than five (5) Business Days prior Prior to the Closing Date, the Sellers Company shall cause the Company to submit to a shareholder stockholder vote, in a manner that satisfies the shareholder stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder (which vote, for the avoidance of doubt, shall not be made by the Representative), 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 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 Company shall cause the Company to obtain any required waivers or consents from the “disqualified individual” prior to the vote. In addition, the Sellers Company shall cause the Company to provide adequate disclosure to Sellers 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 five three (53) Business Days prior to the vote, the Buyer and its counsel shall have the right to review and comment on all documents to be delivered to the Sellers Company Stockholders in connection with such vote and any required disqualified individual waivers or consents, and the Sellers Company shall cause the Company to reflect all reasonable comments of the Buyer thereon. Buyer and its counsel shall be provided copies of all documents executed by the shareholders Company’s stockholders and disqualified individuals in connection with the vote.

280G Covenant. Not less than five (5) Business Days prior Prior to the Closing Date, the Sellers Company shall cause the Company (i) use Reasonable Best Efforts to submit to secure from any Person who is a shareholder vote, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder (which vote, for the avoidance of doubt, shall not be made by the Representative), the right of any “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 a stockholder vote, in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” who has executed such waiver 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) Waived 280G Payments to the extent necessary so that no payment payments or benefits received by such “disqualified individual” would 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 “any such disqualified individual’s” ’s right to the payment his or other compensation, and the Sellers shall cause the Company to obtain any required waivers or consents from the “disqualified individual” prior to the voteher Waived 280G Payments. In addition, the Sellers Company shall cause the Company to provide adequate disclosure to Sellers Company Stockholders that hold voting Company Shares Stock of all material facts concerning all payments to any “of such disqualified individual” that, but for such vote, could be deemed “parachute payments” to a “disqualified individual” under Section ’s Waived 280G of the Code Payments in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder. At least five three (53) Business Days prior to the votevote or submission for stockholder approval, the Company shall deliver to the Buyer and its counsel shall have be given the right to review and comment on drafts of all documents required to be delivered to the Sellers Company Stockholders in connection with such vote or approval contemplated pursuant to this Section 6.7 and any required disqualified individual waivers or consents, consents and the Sellers Company shall cause the Company to 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 shareholders stockholders and disqualified individuals in connection with the votesuch vote or approval.

280G Covenant. Not less than five (5) Business Days prior Prior to the Closing Date, the Sellers Company shall cause the Company to submit to a shareholder vote, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder (which vote, for the avoidance of doubt, shall not be made by the Representative), Shareholder vote 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 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), in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder. Prior to the Closing Date, the Company shall have delivered to Parent evidence reasonably satisfactory to Parent (i) that Shareholder approval was solicited in conformance with Section 280G and the regulations promulgated thereunder, and the requisite Shareholder approval was obtained with respect to any payments that were subject to the Shareholder vote (the “280G Approval”), or (ii) that the 280G Approval was not obtained and as a consequence, that such “parachute payments” shall not be made or provided, pursuant to the 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, and the Sellers shall cause the Company to obtain any required waivers or consents from the “disqualified individual” prior to the vote. In addition, before the Sellers shall cause vote is submitted to the Shareholders, the Company to shall provide adequate disclosure to Sellers that hold voting Company Shares the Shareholders 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 vote, the Buyer Parent and its counsel shall have the right to review and comment on all documents to be delivered to the Sellers Shareholders in connection with such vote and any required disqualified individual waivers or consentsvote. 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 the Sellers shall cause the Company subject to reflect all reasonable comments of the Buyer thereon. Buyer and its counsel shall be provided copies of all documents executed by the shareholders and disqualified individuals waiver, in connection accordance with the vote.provisions above. CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION

280G Covenant. Not less Prior to the Closing, but in no event later than five (5) Business Days prior to the Closing Date, the Sellers shall cause the Company will (a) use its best efforts to submit obtain a written waiver from each individual who is, or could reasonably be expected to a shareholder vote, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) be as of the Code and regulations promulgated thereunder (which voteClosing Date, for the avoidance of doubt, shall not be made by the Representative), the right of any a “disqualified individual” (as defined in Section 280G(c) of the Code) to receive of the portion of any and all payments and benefits that could reasonably be deemed a “parachute payment” (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 as defined in Section 280G(b)(2)(A)(i280G(b)(2) of the Code) and would result in the imposition of an excise tax on such individual pursuant to the extent necessary so that no payment received by such “disqualified individual” would be a “parachute payment” under Section 280G(b) 4999 of the Code (determined without regard to Section 280G(b)(4) of the Code). Such vote shall establish the “disqualified individual’s” right to Company Waived Payments”) unless such Company Waived Payments are approved by the payment or other compensation, and Company’s stockholders in accordance with 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 provisions 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 and the Treasury Regulations thereunder, and (b) submit to the Company’s shareholders, for a shareholder vote (in a manner that satisfies and with a disclosure document made available to Purchaser for review and comments, which shall be considered by the Company in good faith) by a vote of such shareholders as is required pursuant to Section 280G(b)(5)(B)(ii280G(b)(5)(B) of the Code and regulations promulgated thereunder. At least five the Treasury Regulations thereunder (5) Business Days prior to the vote“280G Shareholder Vote”), the Buyer and its counsel shall have the right to review and comment on all documents to be delivered to the Sellers in connection with of any such vote and any required disqualified individual waivers to receive his or consents, and the Sellers shall her respective Company Waived Payments in a manner reasonably designed to cause the Company Waived Payments to reflect all be exempt from the definition of “parachute payment” by reason of the exemption provided under Section 280G(b)(5)(B) 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 Shareholder Vote for such item is obtained. Prior to finalization of any documents under this Section 8.11, Sellers and the Company shall provide Purchaser a reasonable opportunity to review such documents and incorporate Purchaser’s reasonable comments of the Buyer thereon. Buyer and its counsel shall be provided copies of all documents executed by the shareholders and disqualified individuals in connection with the vote.

280G Covenant. Not less than five one (51) Business Days Day prior to the Closing DateEffective Time, the Sellers Company shall cause the Company to submit to a shareholder stockholder vote, in a manner that satisfies the shareholder stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations the Treasury Regulations promulgated thereunder (which vote, for the avoidance of doubt, shall not be made by the Representative)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 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 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” ’s right to the payment or other compensationcompensation if approved by the Company Stockholders, and the Sellers Company shall cause the Company to obtain any required waivers or consents from the “disqualified individual” individual prior to the vote. In addition, the Sellers Company shall cause the Company to provide adequate disclosure to Sellers Company Stockholders that hold voting Company Shares Stock of all material facts concerning all payments to any “such disqualified individual” 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 vote, the Buyer and its counsel shall have be given the right to review and comment on all documents required to be delivered to the Sellers Company Stockholders in connection with such vote and any required disqualified individual waivers or consents, and the Sellers Company shall cause the Company to 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 shareholders stockholders and disqualified individuals in connection with the vote.

280G Covenant. Not less than five (5) Business Days prior Prior to the Closing Date, the Sellers Company shall cause the Company to submit to a shareholder vote, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder (which vote, for the avoidance of doubt, shall not be made by the Representative), stockholder vote 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 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), 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 Sellers Company shall cause the Company to obtain any required waivers or consents from the “disqualified individual” prior to the vote. In addition, before the Sellers shall cause vote is submitted to stockholders, the Company to shall provide adequate disclosure to Sellers 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 five (5) Business Days business days prior to the vote, the Buyer and its counsel shall have be given the right to review and comment on all documents to be delivered to the Sellers Company Stockholders in connection with such vote and any required disqualified individual waivers or consents, and the Sellers Company shall cause the Company to reflect all reasonable comments of the Buyer thereon. Buyer and its counsel shall be provided copies of all documents executed by the shareholders stockholders and disqualified individuals in connection with the vote.

280G Covenant. Not To the extent required to avoid a disallowance of deduction under Section 280G of the Code, not less than five (5) Business Days business days prior to the Closing Date, the Sellers Company shall cause the Company to submit to a shareholder vote, the Stockholders for approval (in a manner that satisfies the shareholder approval requirements under and with a disclosure document reasonably satisfactory to Purchaser) by a vote of such Stockholders as is required pursuant to Section 280G(b)(5)(B) of the Code and regulations promulgated the Treasury Regulations thereunder (which vote, for the avoidance of doubt, shall not be made by the Representative“280G Stockholder Vote”), the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all such payments (or other benefits) contingent on benefits that may, separately or in the consummation of the sale of the Company Shares and the other transactions contemplated by this Agreement (aggregate, cause there to be “parachute payments” 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) 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. Such vote The 280G Stockholder 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 of each “disqualified individual” prior (as defined in Section 280G(c) of the Code and the Treasury Regulations thereunder) (a “Disqualified Individual”) to the vote280G 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 Company a Disqualified Individual and who might otherwise receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code, a written, duly executed waiver (a “Section 280G Waiver”) pursuant to which such Disqualified Individual agrees to waive any and all right or entitlement to such parachute payment, to the extent such payment would cause any payment not to be deductible pursuant to Section 280G of the Code. Such Section 280G 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. In addition, the Sellers Company shall cause the Company to provide adequate disclosure to Sellers that hold voting Company Shares the Stockholders (including to the extent required by Section 280G of the Code and the Treasury Regulations thereunder) of all material facts concerning all payments to any “disqualified individual” such Disqualified Individual that, but for such votethe 280G Stockholder 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 the Treasury Regulations thereunder. At least five (5) Business Days business days prior to the vote280G Stockholder Vote, the Buyer Purchaser and its counsel shall have be given the right to review and comment on all documents to be delivered to the Sellers Stockholders in connection with such vote the 280G Stockholder Vote and any required disqualified individual waivers or consentsSection 280G Waivers, and the Sellers Company shall cause the Company to reflect reasonably consider for inclusion therein all reasonable comments of the Buyer thereonPurchaser. Buyer Purchaser and its counsel shall be provided copies of all documents executed by the shareholders Stockholders and disqualified individuals Disqualified Individuals in connection with the vote280G Stockholder Vote.

280G Covenant. Not less than five If any Person who is a “disqualified individual” (5within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated thereunder) Business Days prior with respect to the Closing DateCompany or any Company Subsidiary may receive any payment(s) or benefit(s) that could constitute parachute payments under Section 280G of 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 Sellers Company shall cause the Company 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 a shareholder voteits shareholders for approval, in a manner that satisfies each case, in accordance with the shareholder approval requirements under of Section 280G(b)(5)(B) of the Code and the Department of Treasury regulations promulgated thereunder (which votethereunder, for such that, if approved by the avoidance requisite majority of doubtthe shareholders, such payments and benefits shall not be made by the Representative), the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) deemed 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 (the foregoing actions, a “280G Vote”). Prior to the Closing, if a 280G Vote is required, the Company shall deliver to Parent evidence reasonably satisfactory to Parent, (i) that a 280G Vote was solicited in a manner that satisfies conformance with Section 280G(b)(5)(B)(ii) 280G of the Code and regulations promulgated thereunder. At least five (5) Business Days prior to the vote, the Buyer and its counsel shall have the right to review and comment on all documents to be delivered to the Sellers in connection with such vote and any required disqualified individual waivers or consentsCode, and the Sellers shall cause requisite shareholder approval was obtained with respect to any payments and/or benefits that were subject to the Company shareholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to reflect all reasonable comments the Parachute Payment Waiver, such “parachute payments” shall not be made or provided. The form of the Buyer thereon. Buyer and its counsel shall Parachute Payment Waiver, the disclosure statement, any other materials to be provided copies of all documents executed by submitted to the Company’s shareholders and disqualified individuals in connection with the voteSection 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.