Common use of 280G Payments Clause in Contracts

280G Payments. As promptly as practicable after the execution of this Agreement, the Company shall submit to the stockholders of the Company (in a manner satisfactory to Parent) for approval by such number of stockholders of the Company as is required by the 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 of the Code and the Treasury Regulations thereunder (collectively, “Section 280G”) inapplicable to any and all payments and/or benefits provided pursuant to Acquired Company Employee Plans, Acquired Company Employee Agreements or other Acquired Company Contracts (including payments pursuant to the Severance Agreements or any employee bonus plan adopted in connection with the Contemplated Transactions) that might 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 or that would be subject to an excise tax under Section 4999 of the Code (together, the “Section 280G Payments”). Any such stockholder approval shall be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations. The Company agrees that: (i) in the absence of such stockholder approval, no Section 280G Payments shall be made; and (ii) promptly after execution of this Agreement, the Company shall deliver to Parent waivers duly executed by each Person who might receive any Section 280G Payment. The form and substance of all stockholder approval documents contemplated by this Section 5.6, including the waivers, shall be subject to the review and approval of Parent.

280G Payments. As promptly as practicable after Prior to Closing, the execution of this Agreement, Sellers and the Company shall submit to the stockholders (a) cause each of the Company Company’s “Disqualified Individuals” (as such term is defined in a manner satisfactory to Parent) for approval by such number of stockholders of the Company as is required by the terms of Section 280G(b)(5)(B280G(c) of the Code a written consent in favor Code) to waive, and/or make the receipt or payment of subject to and contingent upon the attainment of a single proposal successful 280G Shareholder Vote, any payments or benefits, including without limitation the removal of any forfeiture restrictions on any equity of the Seller or its Affiliates held by such executives, that would not be deductible pursuant to render the parachute payment provisions of Section 280G of the Code if the 280G Shareholder Vote (as defined below) fails or does not attain the requisite approval, and the Treasury Regulations thereunder (collectively, “Section 280G”b) inapplicable take all actions necessary to any and timely conduct a shareholder vote which complies in all payments and/or benefits provided pursuant to Acquired Company Employee Plans, Acquired Company Employee Agreements or other Acquired Company Contracts (including payments pursuant to the Severance Agreements or any employee bonus plan adopted in connection respects with the Contemplated Transactions) that might result, separately or in shareholder vote requirements needed for 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 or that would be subject Company to an excise tax under Section 4999 avail itself of the Code (together, the “exemption contained in Section 280G Payments”). Any such stockholder approval shall be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B280G(b)(5) of the Code and the Treasury Regulations thereunder, including Q-7 applicable regulations promulgated thereunder with respect to each of Section 1.280G-1 of such Treasury Regulationsthe individuals specified in clause (a) above (the “280G Shareholder Vote”). The Company agrees that: (i) in shall provide drafts of the absence form of such stockholder approval, no Section 280G Payments shall be made; waivers and (ii) promptly after execution of this Agreement, the Company shall deliver to Parent waivers duly executed by each Person who might receive any Section 280G Payment. The form and substance of all stockholder approval documents contemplated by this Section 5.6, including the waivers, shall be subject materials to the Buyer for its review and approval (which approval will not be unreasonably delayed or withheld) no later than five (5) Business 44 Days prior to obtaining such waivers and soliciting such 280G Shareholder Vote. If the 280G Shareholder Vote fails to achieve the requisite approval in respect of Parentany Disqualified Individual or otherwise does not qualify for such exemption, the Seller shall provide to the Buyer the name of such individual and the amount waived or otherwise subject to such approval, and no amount so waived or otherwise subject to such approval shall be paid to any such individual.

280G Payments. As promptly as practicable after the execution of this Agreement, the Company shall submit to the stockholders of the Company Stockholders (in a manner satisfactory to Parent) for approval by such number of stockholders of the Company Stockholders as is required by the 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 of the Code and the Treasury Regulations thereunder (collectively, “Section 280G”) inapplicable to any and all payments and/or benefits provided pursuant to Acquired Company Employee Plansany Benefit Plan (including any severance policy), Acquired Company Employee Agreements employment agreements or other Acquired Company Contracts (including payments pursuant to the Severance Agreements or any employee bonus plan adopted in connection with the Contemplated Transactions) that might 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 or that would be subject to an excise tax under Section 73 4999 of the Code (together, the “Section 280G Payments”). Any such stockholder Company Stockholder approval shall be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations. The Company agrees that: (i) in the absence of such stockholder Company Stockholder approval, no Section 280G Payments shall be made; and (ii) promptly after execution of this Agreement, the Company shall deliver to Parent waivers duly executed by each Person who might receive any Section 280G Payment. The form and substance of all stockholder approval documents contemplated by this Section 5.66.19, including the waivers, shall be subject to the review and approval of Parent.

280G Payments. As promptly as practicable after Prior to the execution of this AgreementEffective Time, the Company shall submit (i) use commercially reasonable efforts to the stockholders of the Company obtain from each “disqualified individual” (as defined in a manner satisfactory to Parent) for approval by such number of stockholders of the Company as is required by the terms of Section 280G(b)(5)(B280G(c) of the Code Code) a written consent in favor waiver by such individual of a single proposal any and all rights to render payments (or other benefits) contingent on the consummation of the Transactions (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that such payments and benefits would not be “excess parachute payment provisions of payments” under Section 280G of the Code and the Treasury Regulations thereunder (collectively, “Section 280G”ii) inapplicable submit to any and its stockholders for a vote all such waived payments and/or benefits provided pursuant to Acquired Company Employee Plans, Acquired Company Employee Agreements or other Acquired Company Contracts (including payments pursuant to the Severance Agreements or any employee bonus plan adopted in connection with the Contemplated Transactions) that might 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 or that would be subject to an excise tax under Section 4999 of the Code (together, the “Section 280G Payments”). Any such stockholder approval shall be obtained in a manner which such that, if such vote is adopted by the stockholders in a manner that satisfies all applicable the stockholder approval requirements of under Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder, including Q-7 no payment received by such “disqualified individual” would be a “parachute payment” under Section 280G(b) of Section 1.280G-1 of such Treasury Regulationsthe Code. The Company agrees to provide to Parent written drafts of the shareholder disclosure statement, waivers, and stockholder approval forms that will be provided to disqualified individuals and stockholders in advance of delivering such documents to the disqualified individuals and stockholders, as applicable, and allow Parent a reasonable opportunity to provide comments on such documents. The parties acknowledge that this Section 5.12 shall not apply to any Buyer Arrangements unless Parent provided sufficient information regarding such Buyer Arrangements to the Company no later than ten (10) Business Days prior to the Effective Time, so that: (i) in , for the absence avoidance of such stockholder approvaldoubt, no compliance with this Section 280G Payments 5.12 shall be made; and (ii) promptly after execution of this Agreement, the Company shall deliver to Parent waivers duly executed by each Person who might receive any Section 280G Payment. The form and substance of all stockholder approval documents contemplated by this Section 5.6, including the waivers, shall be subject to the review and approval of Parentdetermined as if such Buyer Arrangements had not been entered into.

280G Payments. As promptly as practicable after Prior to Closing, the execution of this Agreement, Sellers and the Company shall submit to the stockholders (a) cause each of the Company Company’s “Disqualified Individuals” (as such term is defined in a manner satisfactory to Parent) for approval by such number of stockholders of the Company as is required by the terms of Section 280G(b)(5)(B280G(c) of the Code a written consent in favor Code) to waive, and/or make the receipt or payment of subject to and contingent upon the attainment of a single proposal successful 280G Shareholder Vote, any payments or benefits, including without limitation the removal of any forfeiture restrictions on any equity of the Seller or its Affiliates held by such executives, that would not be deductible pursuant to render the parachute payment provisions of Section 280G of the Code if the 280G Shareholder Vote (as defined below) fails or does not attain the requisite approval, and the Treasury Regulations thereunder (collectively, “Section 280G”b) inapplicable take all actions necessary to any and timely conduct a shareholder vote which complies in all payments and/or benefits provided pursuant to Acquired Company Employee Plans, Acquired Company Employee Agreements or other Acquired Company Contracts (including payments pursuant to the Severance Agreements or any employee bonus plan adopted in connection respects with the Contemplated Transactions) that might result, separately or in shareholder vote requirements needed for 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 or that would be subject Company to an excise tax under Section 4999 avail itself of the Code (together, the “exemption contained in Section 280G Payments”). Any such stockholder approval shall be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B280G(b)(5) of the Code and the Treasury Regulations thereunder, including Q-7 applicable regulations promulgated thereunder with respect to each of Section 1.280G-1 of such Treasury Regulationsthe individuals specified in clause (a) above (the “280G Shareholder Vote”). The Company agrees that: (i) in shall provide drafts of the absence form of such stockholder approval, no Section 280G Payments shall be made; waivers and (ii) promptly after execution of this Agreement, the Company shall deliver to Parent waivers duly executed by each Person who might receive any Section 280G Payment. The form and substance of all stockholder approval documents contemplated by this Section 5.6, including the waivers, shall be subject materials to the Buyer for its review and approval (which approval will not be unreasonably delayed or withheld) no later than five (5) Business Days prior to obtaining such waivers and soliciting such 280G Shareholder Vote. If the 280G Shareholder Vote fails to achieve the requisite approval in respect of Parentany Disqualified Individual or otherwise does not qualify for such exemption, the Seller shall provide to the Buyer the name of such individual and the amount waived or otherwise subject to such approval, and no amount so waived or otherwise subject to such approval shall be paid to any such individual.