Common use of 280G Matters Clause in Contracts

280G Matters. Prior to the Effective Time, the Company shall submit to a stockholder vote the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) listed in Section 6.9 of the Company Disclosure Schedule 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, 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 “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 determine whether the “disqualified individuals” are entitled to the payment or other compensation. In addition, the Company shall provide adequate disclosure to Company stockholders that hold voting Company Stock 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 Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder.

280G Matters. Prior to the Effective Time, the Company shall submit to a stockholder vote the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) listed in Section 6.9 of the Company Disclosure Schedule 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, 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 * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. 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). Such The Company shall, to the extent necessary to carry out the foregoing, use commercially reasonable efforts to obtain the requisite waivers from each such disqualified individual prior to the vote, and such vote shall determine whether establish the “disqualified individualsindividual’s” are entitled right to the payment or other compensation. In addition, the Company shall provide adequate disclosure to Company stockholders that hold voting Company Stock entitled to vote under Section 280G(b)(5)(B) 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 Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder.

280G Matters. Prior to the Effective TimeClosing Date, the Company shall submit (a) use reasonable efforts to a stockholder vote the right of any obtain from each “disqualified individual” (as defined in Section 280G(c) of the Code) listed in Section 6.9 of the Company Disclosure Schedule to who may receive any and all payments (or other benefits) contingent on the consummation of benefits in connection with the transactions contemplated by this Agreement (within the meaning of that could be considered “parachute payments” under Section 280G(b)(2)(A)(i280G(b)(2) of the CodeCode (“Section 280G Payments”) a waiver of his or her right to receive or retain such payments or benefits to the extent necessary so thatthat no payment or benefit received by such disqualified individual shall be a “parachute payment” under Section 280G(b) of the Code, if such vote is adopted by the Company stockholders and (b) submit to a stockholder vote, in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations the Treasury Regulations promulgated thereunder, no payment received by the right of any disqualified individual that has executed such “disqualified individual” would be a “parachute payment” under waiver to receive or retain the Section 280G(b280G Payments. At least five (5) of the Code (determined without regard to Section 280G(b)(4) of the Code). Such vote shall determine whether the “disqualified individuals” are entitled Business Days prior to the payment vote, the Purchaser and its counsel shall be given the right to review and comment on all documents required to be delivered to the Company stockholders in connection with such vote and any required disqualified individual waivers or other compensation. In additionconsents, and the Company shall provide adequate disclosure to Company stockholders that hold voting Company Stock consider in good faith all reasonable comments of the Purchaser thereon. The Purchaser and its counsel shall be provided copies of all material facts concerning all payments that, but for such documents executed by the stockholders and disqualified individuals in connection with the vote, could be deemed “parachute payments” to any such “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.

280G Matters. Prior to To the Effective Time, the Company shall submit to a stockholder vote the right of extent that (x) any “disqualified individual” (as such term is defined in for purposes of Section 280G(c) 280G of the Code) listed in Section 6.9 of the Company Disclosure Schedule (a “Disqualified Individual”) would be entitled to receive any and all payments (payment or other benefits) contingent on the consummation benefit as a result of the transactions contemplated by this Agreement (within either alone or upon the meaning occurrence of Section 280G(b)(2)(A)(iany additional or subsequent events) of the Codeand (y) to the extent necessary 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 “disqualified individual” or benefit would be or could potentially constitute a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code). Such vote shall determine whether the “disqualified individuals” are entitled to the payment or other compensation. In addition, the Company shall provide adequate disclosure to Company stockholders that hold voting Company Stock 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 Code or could reasonably be expected to result in the imposition of any excise Tax imposed under Section 4999 of the Code, the Company shall, prior to the Closing: (i) use its commercially reasonable efforts to obtain a binding written waiver by such Disqualified Individual (each, an “Excess Parachute Waiver”) of any portion of such parachute payment as exceeds three times such individual’s “base amount” within the meaning of Section 280G(b)(3) of the Code less one dollar (collectively, the “Excess Parachute Payments”) to the extent such Excess Parachute Payments are not subsequently approved pursuant to a stockholder vote in accordance with the requirements of Section 280G(b)(5)(B) of the Code and Treasury Regulations § 1.280G-1 thereunder (the “280G Shareholder Approval Requirements”); and (ii) use its commercially reasonable efforts to obtain stockholder approval in a manner that satisfies Section 280G(b)(5)(B)(ii) the 280G Shareholder Approval Requirements in respect of the Code and regulations promulgated thereunderExcess Parachute Payments payable to all such Disqualified Individuals.