Common use of 280G Covenant Clause in Contracts

280G Covenant. Prior to the Closing Date, the Company shall submit to a 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 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. 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. The Buyer and its counsel shall have the right to review and comment on all documents to be delivered to the Company Stockholders in connection with such vote.

280G Covenant. Prior to the Closing Date, the Company shall submit to a 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 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" ’s” right to the payment or other compensation. 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. The Buyer and its counsel shall have the right to review and comment on all documents to be delivered to the Company Stockholders in connection with such vote.

280G Covenant. Prior to the Closing Date, the Company shall submit to a stockholder 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 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" ’s” right to the payment or other compensation. In addition, before the vote is submitted to stockholdersShareholders, the Company shall provide adequate disclosure to holders of voting shares of Company Stockholders that hold voting Company Shares capital stock 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. The Buyer Parent and its counsel shall have the right to review and comment on all documents to be delivered to the Company Stockholders Shareholders in connection with such vote.

280G Covenant. Prior to the Closing Date, the Company shall submit to a stockholder vote vote, in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder (a “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 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 or benefit received by such "“disqualified individual" would ” shall be a "“parachute payment" ” under Section 280G(b) of the Code (determined without regard Code. The Company shall use reasonable best efforts to Section 280G(b)(4) of obtain any required waivers, consents or agreements from the Code), in a manner disqualified individual prior to the Stockholder Vote such 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" ’s” right to the payment or other compensationbenefit. In addition, At least two (2) Business Days before the vote is submitted Company provides the stockholders with any material necessary to stockholderscomply with the Stockholder Vote, 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. The Buyer Purchaser and its counsel shall have be given the right to review and comment on all documents to be delivered related to the Stockholder Vote, including any disclosure documents and “disqualified individual” waivers. The Company Stockholders shall incorporate into such documents any reasonable comments that are timely provided by Purchaser. Purchaser and its counsel shall be provided copies of all documents executed by the stockholders and disqualified individuals in connection with such the vote.

280G Covenant. Prior to the Closing Date, the Company shall submit ------------- to a stockholder shareholder vote the right of any "disqualified individual" (as defined in Section 280G(c) of the Code) to receive any and all an amount of payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i280G(b)(2)(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 shareholder approval requirements under for the small business corporation exemption of Section 280G(b)(5)(B280G(b)(5) of the Code and regulations promulgated thereunder. Such vote shall establish the "disqualified individual's" right to the payment or other compensation. In addition, before the vote is submitted to stockholdersshareholders, the Company shall provide adequate disclosure to Company Stockholders Shareholders 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. The Buyer and its counsel shall have the right to review and comment on all documents to be delivered to the Company Stockholders in connection with such vote.

280G Covenant. Prior to the Closing Date, the Company shall submit to a stockholder vote the right of any "“disqualified individual" ” (as defined in Section 280G(c) of the Code) to receive any and all certain 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" ’s” right to the such payment or other compensationbenefits. In addition, before the vote is submitted to stockholders, the Company shall provide adequate disclosure to Company Stockholders that hold voting Company Shares Capital Stock 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. The Buyer Parent and its counsel shall have the right to review and comment on all documents to be delivered to the Company Stockholders in connection with such vote.