Common use of 280G Matters Clause in Contracts

280G Matters. As soon as practicable following the date of this Agreement, but in no event less than five (5) Business Days prior to the Effective Time, the Company shall (a) obtain and deliver to Parent prior to the initiation of the requisite Shareholder approval procedure under clause (b) from each Person who is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code) as of immediately prior to the initiation of such requisite Shareholder approval procedure (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to receive a “parachute payment” (within the meaning of Section 280G of the Code), a waiver of such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individuals (the “Waived Parachute Payments”) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit to its Shareholders for approval (in a manner satisfactory to Parent) by such number of Shareholders in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that Parent and the Company reasonably determine may separately or in the aggregate, constitute “parachute payments” (within the meaning of Section 280G of the Code), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code. All waivers and materials to be submitted to the Shareholders of the Company pursuant to this Section 5.05 shall be subject to review and approval by Parent.

280G Matters. As soon as practicable Seller shall comply with the following the date of this Agreement, but in no event less than five (5) Business Days obligations prior to the Effective Time, the Company shall Closing. (a) Seller shall obtain and deliver to Parent Purchaser, prior to soliciting the initiation vote of the requisite Shareholder approval procedure under clause holders of Seller Shares with respect to the 280G Proposal, a parachute payment waiver in the form as reasonably agreed to by Seller and Purchaser (b“Parachute Payment Waiver”) from each Person who isis or reasonably could be, with respect to the CompanySeller, a “disqualified individual” (within the meaning of Section 280G of the Code) Code and the regulations promulgated thereunder), as of determined immediately prior to the initiation of such requisite Shareholder approval procedure (each, a “Disqualified Individual”the shareholder solicitation required by Section 5.12(b), and who reasonably might otherwise havereceive, receive have received, or have the right or entitlement to receive a “parachute payment” (within the meaning of Section 280G of the Code), a waiver of such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individuals (the “Waived Parachute Payments”) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall not be deemed to be “an excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit to its Shareholders for approval (in a manner satisfactory to Parent) by such number of Shareholders in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that Parent and the Company reasonably determine may separately or in the aggregate, constitute “parachute payments” (within the meaning of Section 280G of the Code), such that such payments and benefits shall not be deemed to be “parachute payments” payment under Section 280G of the Code. All waivers . (b) Seller shall solicit the vote of the holders of Seller Shares in accordance with the terms of Section 280G(b)(5)(B) of the Code (the “280G Proposal”) so as to render the parachute payment provisions of Section 280G and materials Section 4999 of the Code inapplicable to any and all payments and/or benefits provided pursuant to Contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 5.12(a), might otherwise reasonably result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code or subject to an excise tax by reason of Section 4999 of the Code, with such shareholder approval to be submitted to the Shareholders solicited in a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Company pursuant to this Code and the Treasury Regulations thereunder, including Q-7 of Section 5.05 1.280G-1 of such Treasury Regulations. The documentation constituting the 280G Proposal shall be subject to Purchaser’s prior review and approval by Parentapproval, which shall not be unreasonably withheld, conditioned or delayed.

280G Matters. As soon as practicable following To the date of this Agreement, but in no event less than five extent that (5i) Business Days prior to the Effective Time, the any current or former Company shall (a) obtain and deliver to Parent prior to the initiation of the requisite Shareholder approval procedure under clause (b) from each Person Service Provider who is, with respect to the Company, is a “disqualified individual” (within the meaning of Section 280G of the CodeG) as of immediately prior to the initiation of such requisite Shareholder approval procedure (each, a “Disqualified Individual”), ) would be entitled to any payment or benefit in connection with the transactions contemplated by this Agreement and who might otherwise have, receive (ii) such payment or have the right or entitlement to receive benefit would potentially constitute a “parachute payment” (within the meaning of under Section 280G of the Code), the Company shall, prior to the Closing: (a) use its best efforts to obtain a binding written waiver by such Disqualified Individual of any such portion of such parachute payment as exceeds 2.99 times such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individuals (the “Waived Parachute Payments”) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute paymentsbase amount” (within the meaning of Section 280G 280G(b)(3) of the CodeCode (the “Waived Payments”) and (b) submit to its Shareholders for approval (the extent such excess is not subsequently approved pursuant to a stockholder vote in a manner satisfactory to Parent) by such number of Shareholders in a manner that meets accordance with the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that ; (b) provide to the Company’s stockholders such disclosure as is required under Section 280G(b)(5)(B)(ii) of the Code and provide Parent a reasonable opportunity to review and comment on such disclosure before it is distributed to the Company’s stockholders and all other documents prepared by the Company reasonably in connection with this Section 5.07; (c) hold a vote of the Company’s stockholders in a manner that is intended to satisfy the requirements of Section 280G(b)(5)(B) of the Code; and (d) deliver to Parent certification that the vote of the Company’s stockholders was solicited in conformity with the requirements of Section 280G(b)(5)(B) of the Code and (x) the requisite stockholder approval of the Waived Payments was obtained or (y) such stockholder approval was not obtained and, as a consequence, that the Waived Payments shall not be made or provided. (e) Notwithstanding the foregoing, to the extent that any Contract or plan is entered into by Parent or its Affiliates and a Disqualified Individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Contract or plan to the Company at least 10 days prior to the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine may separately or in the aggregate, constitute “parachute payments” value (within for the meaning purposes of Section 280G G) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the Code), such transactions contemplated by this Agreement that such payments and benefits shall not be deemed to be could constitute a “parachute paymentspayment” under Section 280G G; provided that the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein as a result of Parent’s failure to comply with this Section 5.07 will not result in a breach of the Code. All waivers and materials to be submitted to the Shareholders of the Company pursuant to covenants in this Section 5.05 shall be subject to review and approval by Parent5.07.

280G Matters. As soon as practicable following the date of this Agreement, but in no event less than five (5) Business Days prior Prior to the Effective TimeClosing Date, the Company Seller shall, or shall cause an Affiliate of the Seller to, (a) obtain solicit, and deliver use commercially reasonable efforts to Parent prior to the initiation of the requisite Shareholder approval procedure under clause (b) obtain, from each Person who is, with respect to the Company, a “disqualified individual” (as defined in Section 280G(c) of the Code) a waiver by such individual of any and all payments (or other benefits) contingent on the consummation of the Transactions (within the meaning of Section 280G 280G(b)(2)(A)(i) of the Code) as of immediately prior to the initiation of such requisite Shareholder approval procedure (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to receive a “parachute payment” (within the meaning of Section 280G of the Code), a waiver of such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individuals (the “Waived Parachute Payments”) extent necessary so that all remaining payments and/or benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit to its Shareholders for approval (in a manner satisfactory to Parent) by such number of Shareholders in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that Parent and the Company reasonably determine may separately or in the aggregate, constitute “parachute payments” (within the meaning of Section 280G of the Code), such that such payments and benefits shall would not be deemed to be “excess parachute payments” under Section 280G of the Code, (b) submit to the Shareholders for a vote all such waived payments in a manner such that, if such vote is adopted by such shareholders in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder, 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 (c) deliver to the Purchaser evidence reasonably satisfactory to the Purchaser of the results of such vote. All waivers and materials Such vote shall establish the “disqualified individual’s” right to be submitted receive or retain the payment or other compensation. In addition, the Seller shall, or shall cause an Affiliate of the Seller to, provide adequate disclosure to the Shareholders of all material facts concerning all payments that, but for such vote, could be deemed “parachute payments” to any such “disqualified individual” under Section 280G of the Company pursuant Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder. The Seller shall provide or cause to this Section 5.05 shall be subject provided to review the Purchaser written drafts of the shareholder disclosure statement, waivers, and shareholder approval by Parentforms that will be provided to disqualified individuals and shareholders in advance of delivering such documents to the disqualified individuals and shareholders, as applicable, and allow the Purchaser and its Representatives a reasonable opportunity to provide comments on such documents.

280G Matters. As soon as practicable following the date of this Agreement, but in no event less than five (5) Business Days prior Prior to the Effective TimeClosing Date, the Company shall (asubmit to a stockholder vote, in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) obtain and deliver to Parent prior to the initiation of the requisite Shareholder approval procedure under clause (b) from each Person who isCode and regulations promulgated thereunder, with respect to the Company, a 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 280G(b)(2)(A)(i) of the Code) as of immediately prior to the initiation of extent necessary so that no payment received by such requisite Shareholder approval procedure (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to receive disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (within the meaning of determined without regard to Section 280G 280G(b)(4) of the Code), a waiver of such Disqualified Individual. Such vote shall establish the disqualified individual’s rights right to all such payments and/or benefits applicable to such Disqualified Individuals (the “Waived Parachute Payments”) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit to its Shareholders for approval (in a manner satisfactory to Parent) by such number of Shareholders in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that Parent payment or other compensation and the Company reasonably determine may separately shall obtain any required waivers or in consents from the aggregatedisqualified individual prior to the vote. In addition, constitute “parachute payments” (within the meaning Company shall provide adequate disclosure to Company stockholders that hold voting Company stock of Section 280G of the Code)all material facts concerning all payments to any such disqualified individual that, but for such that such payments and benefits shall not vote, could be deemed to be “parachute payments” under Section 280G of the Code. All waivers and materials to be submitted to the Shareholders Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Company pursuant to this Section 5.05 Code and regulations promulgated thereunder. Parent and its counsel shall be subject have the right to review and approval comment on all documents required to be delivered to the Company stockholders in connection with such vote and any required disqualified individual waivers or consents and Parent and its counsel shall be provided copies of all vote documents executed by Parentthe stockholders and disqualified individuals.

280G Matters. As soon as reasonably practicable following the date of this Agreement, but and in any event no event less later than five two (52) Business Days prior to the Effective TimeClosing Date, the Company shall (a) obtain and deliver to Parent Parent, prior to the initiation of the requisite Shareholder Company Stockholder approval procedure under clause (b) below, from each Person who is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code) as of immediately prior to the initiation of such requisite Shareholder Company Stockholder approval procedure (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to receive a “parachute payment” (within the meaning of Section 280G of the Code), a waiver (a “Parachute Payment Waiver”), of such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individuals Individual (the “Waived Parachute Payments”) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit to its Shareholders the Company Stockholders for approval (in a manner satisfactory to Parent) by such number of Shareholders Company Stockholders in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that Parent and the Company reasonably determine may separately or in the aggregate, constitute “parachute payments” (within the meaning of Section 280G of the Code), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code (the foregoing actions, a “280G Vote”). As soon as practicable following the date of this Agreement, 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 conformance with Section 280G of the Code, and the requisite stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Company stockholder vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to the Parachute Payment Waiver, such “parachute payments” shall not be made or provided. All waivers and The form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Shareholders of Company Stockholders in connection with the Company pursuant Section 280G Approval and the calculations related to this Section 5.05 the foregoing shall be subject to advance reasonable review and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed.

280G Matters. As soon as practicable following the date of this Agreement, but in no event less than five (5) Business Days prior to the Effective Time, the The Company shall (a) obtain and deliver to Parent the Purchaser, prior to soliciting the initiation vote of the requisite Shareholder approval procedure under clause Company’s stockholders with respect to the 280G Proposal, a parachute payment waiver (beach, a “Parachute Payment Waiver”) from each Person who isis or reasonably could be, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code) ), as of determined immediately prior to the initiation of such requisite Shareholder approval procedure (each, a “Disqualified Individual”)the Stockholder solicitation required by this Section 6.12, and who reasonably might otherwise havereceive, receive have received or have the right or entitlement to receive a “parachute payment” (within the meaning of Section 280G of the Code), a waiver of such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individuals (the “Waived Parachute Payments”) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall not be deemed to be “an excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit to its Shareholders for approval (in a manner satisfactory to Parent) by such number of Shareholders in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that Parent and the Company reasonably determine may separately or in the aggregate, constitute “parachute payments” (within the meaning of Section 280G of the Code), such that such payments and benefits shall not be deemed to be “parachute payments” payment under Section 280G of the Code. All waivers Prior to the Closing, the Company shall solicit the vote of the Stockholders in accordance with the terms of Section 280G(b)(5)(B) of the Code (the “280G Proposal”) so as to render, if an affirmative vote is obtained, the parachute payment provisions of Section 280G of the Code inapplicable to any and materials all payments and benefits provided pursuant to contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under the immediately preceding paragraph, might otherwise reasonably result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval to be submitted solicited in a manner that is intended to the Shareholders satisfy all applicable requirements of such Section 280G(b)(5)(B) of the Company pursuant to this Code, including Q-7 of Section 5.05 1.280G-1 of the Treasury Regulations. The documentation constituting the 280G Proposal shall be subject to the Purchaser’s prior review and approval by Parentapproval, which shall not be unreasonably withheld or delayed.

280G Matters. As soon as practicable following the date of this Agreement, but in no event Not less than five three (53) Business Days Day prior to the Effective Time, the Company shall (a) use commercially reasonable efforts to obtain and deliver to Parent Parent, prior to the initiation of the requisite Shareholder stockholder approval procedure under clause (b) ), a waiver, in a form reviewed and approved by Parent, from each Person who is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code) as of immediately prior to the initiation of such requisite Shareholder approval Requisite Stockholder Approval procedure (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to receive a “parachute payment” (within the meaning of Section 280G of the Code), a waiver of such Disqualified Individual’s rights to all such payments and/or or benefits applicable to such Disqualified Individuals (the “Waived Parachute Payments”) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit to its Shareholders the stockholders of the Company for approval (in a manner satisfactory to Parent) by such number of Shareholders stockholders, in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that Parent and the Company reasonably determine may separately or in the aggregate, constitute “parachute payments,” (within the meaning of Section 280G of the Code), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code. All waivers and materials to be submitted to the Shareholders of the Company pursuant to this Section 5.05 shall be subject to review and approval by Parent.

280G Matters. As soon as practicable following the date of this Agreement, but in no event less than five (5) Business Days prior to the Effective Time, the Company shall (a) The Company shall obtain and deliver to Parent Parent, prior to the initiation mailing or delivery to the Company Stockholders of the requisite Shareholder approval procedure under clause Information Statement, (bi) the calculations made to determine whether payments to any individual would be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code and (ii) a Parachute Payment Waiver in a form acceptable to Parent (a “Parachute Payment Waiver”) from each Person who isis or reasonably could be, with respect to the CompanyCompany and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code) Code and the regulations promulgated thereunder), as of determined immediately prior to the initiation of such requisite Shareholder approval procedure (each, a “Disqualified Individual”)the stockholder solicitation, and who reasonably might otherwise havereceive, receive have received, or have the right or entitlement to receive a parachute payment under Section 280G of the Code (such Persons being set forth on Schedule 5.05(a) of the Company Disclosure Letter). (b) The Company shall include in the Information Statement and the stockholder solicitation a proposal to be voted on by the Company Stockholders in accordance with the terms of Section 280G(b)(5)(B) of the Code (the “280G Proposal”) so as to render the parachute payment” (within payment provisions of Section 280G of the meaning Code inapplicable to any and all payments and/or benefits provided pursuant to Contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 5.05(a), might otherwise reasonably result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code), a waiver of with such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individuals (the “Waived Parachute Payments”) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall not be deemed stockholder approval to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit to its Shareholders for approval (solicited in a manner satisfactory to Parent) by such number of Shareholders in a manner that meets the which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code, any payments and/or benefits that Parent Code and the Company reasonably determine may separately or in the aggregateTreasury Regulations thereunder, constitute “parachute payments” (within the meaning including Q-7 of Section 280G 1.280G-1 of the Code), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code. All waivers and materials to be submitted to the Shareholders of the Company pursuant to this Section 5.05 shall be subject to review and approval by ParentTreasury Regulations.

280G Matters. As soon promptly as practicable following after the date of this Agreement, but in no event less later than five (5) Business Days prior to the Effective TimeClosing Date, the Company shall (a) obtain and deliver to Parent prior to the initiation request from each employee of the requisite Shareholder approval procedure under clause (b) from each Person Company and its Subsidiaries who is, with respect to the Company, is a “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) and who may otherwise have Section 280G of Payments (as defined below) a written waiver that shall provide that if the Code) as of immediately prior to the initiation of such requisite Shareholder shareholder approval procedure (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to receive a “parachute payment” (within the meaning of under Section 280G of the Code)Code and the Treasury Regulations thereunder (collectively, a waiver of such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individuals (the “Waived Parachute PaymentsSection 280G”) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall is not be deemed to be “excess parachute payments” (within the meaning of obtained, no Section 280G of the CodePayments (as defined below) shall be payable to or retained by such disqualified individual, and (b) submit for shareholder approval pursuant to its Shareholders for approval (in a manner satisfactory to Parent) by such number of Shareholders in a manner that meets the requirements terms of Section 280G(b)(5)(B) of the Code, a written consent in favor of a single proposal to render the parachute payment provisions of Section 280G inapplicable to any and all payments and/or benefits provided pursuant to Employee Benefit Plans or other Contracts that Parent and the Company reasonably determine may might result, separately or in the aggregate, constitute “parachute payments” (within in the meaning payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the Code)Code (together, such that such payments and benefits shall not be deemed to be the “parachute payments” under Section 280G Payments”). Any such approval shall be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the CodeCode and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations. All waivers The form and materials to be submitted to the Shareholders substance of the Company pursuant to all shareholder approval documents contemplated by this Section 5.05 4.4(e), including the waivers, shall be provided to Buyer at least five (5) Business Days prior to distribution and shall be subject to the reasonable advance review and approval by Parentcomment of Buyer, which comments shall be given good faith consideration.

280G Matters. As soon as practicable following the date of this Agreement, but in no event less than five (5) Business Days prior Prior to the Effective TimeClosing Date, the Company shall (ai) use commercially reasonable efforts to obtain and deliver to Parent prior to the initiation of the requisite Shareholder approval procedure under clause (b) from each Person who is, with respect to the Company, a “disqualified individual” (as defined in Section 280G(c) of the Code) a waiver by such individual of any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G 280G(b)(2)(A)(i) of the Code) as of immediately prior to the initiation of such requisite Shareholder approval procedure (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to receive a “parachute payment” (within the meaning of Section 280G of the Code), a waiver of such Disqualified Individual’s rights to all extent necessary so that such payments and/or and benefits applicable to such Disqualified Individuals (the “Waived Parachute Payments”) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall would not be deemed to be “excess parachute payments” (within the meaning of under Section 280G of the CodeCode and the regulations and guidance promulgated thereunder (collectively, “Section 280G”) and (bii) submit to its Shareholders stockholders for approval (a vote all such waived payments in a manner satisfactory to Parent) such that, if such vote is adopted by such number of Shareholders the stockholders in a manner that meets satisfies the stockholder approval requirements of under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder, no payment received by such “disqualified individual” would be a “parachute payment” under Section 280G(b) of the Code. Such vote shall establish the “disqualified individual’s” right to the payment or other compensation. In addition, the Company shall provide adequate disclosure to stockholders entitled to vote of all material facts concerning all payments that, but for such vote, could be deemed “parachute payments” to any such “disqualified individual” under Section 280G in a manner intended to satisfy Section 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder. Prior to the Closing Date, the Company shall deliver to Buyer evidence that (i) a stockholder vote was held in conformity with Section 280G and the requisite stockholder approval was obtained with respect to any payments and/or or benefits that Parent were subject to the stockholder vote (the “280G Approval”), (ii) the 280G Approval was not obtained and as a consequence, that such “parachute payments” shall not be made or provided and those Persons entitled to receive any such payments or benefits shall have provided to the Company reasonably determine may separately waivers of those payments or in benefits, or (iii) the aggregate, 280G Approval was not necessary because no payments or benefits would constitute “parachute payments” (within the meaning of Section 280G G) in the absence of the Code)280G Approval. Within a reasonable period of time prior to the solicitation of any 280G Approval, such that such the Company will permit the Buyer to review and reasonably comment on any proposed stockholder disclosure or waivers of payments and benefits prior to sending such documents to stockholders or disqualified individuals. The Company shall not be deemed provide to be “parachute payments” under Section Buyer prior to the Closing Date the evidence of any 280G of the Code. All waivers and materials to be submitted to the Shareholders of the Company pursuant to this Section 5.05 shall be subject to review and approval by ParentApproval.

280G Matters. As soon To the extent any payments made with respect to, or which arise as a result of, this Agreement, could be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code, the Company shall (i) as promptly as practicable (but in no event later than thirty (30) days) following the date of this Agreement, but in no event less than five disclose its calculations with respect to the excess parachute payments to Buyer, along with the assumptions used to make the calculations and the data necessary for Buyer to confirm the accuracy of the calculations, and (5ii) Business Days prior to the extent not already obtained, use its commercially reasonable efforts to obtain the consent of the recipient of any such payment that would otherwise be due and owing that such payment shall not be due and owing, paid or retained, absent 280G Stockholder Approval (as defined below). Prior to the Effective Time, the Company shall (a) obtain and deliver submit to Parent prior to a stockholder vote the initiation right of the requisite Shareholder approval procedure under clause (b) from each Person who is, with respect to the Company, a any “disqualified individual” (as defined in Section 280G(c) of the Code) listed in Section 6.9 of the Company Disclosure Letter 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 280G(b)(2)(A)(i) of the Code) as of immediately prior to the initiation extent necessary and in a manner reasonably satisfactory to Buyer, so that, if such vote is adopted by the Company stockholders in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder, no payment received by such requisite Shareholder approval procedure (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to receive disqualified individual” would be a “parachute payment” (within the meaning of under Section 280G 280G(b) of the Code), a waiver of such Disqualified Individual’s rights Code (determined without regard to all such payments and/or benefits applicable to such Disqualified Individuals (the “Waived Parachute Payments”Section 280G(b)(4) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit “280G Stockholder Approval”). Such vote shall establish the “disqualified individual’s” right to its Shareholders for approval (in a manner satisfactory receive or retain the payment or other compensation. In addition, the Company shall provide adequate disclosure to Parent) by such number of Shareholders in a manner that meets the requirements of Company stockholders entitled to vote under Section 280G(b)(5)(B) of the Codeall material facts concerning all payments that, any payments and/or benefits that Parent and the Company reasonably determine may separately or in the aggregatebut for such vote, constitute could be deemed “parachute payments” (within the meaning of Section 280G of the Code), to any such that such payments and benefits shall not be deemed to be “parachute paymentsdisqualified individual” under Section 280G of the Code. All waivers and materials to be submitted to the Shareholders Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Company pursuant to this Section 5.05 Code and regulations promulgated thereunder, and Buyer shall be subject have the right to review and approve any disclosure so required before such disclosure is made, which approval by Parentshall not be unreasonably withheld.