Common use of 280G Shareholder Approval Clause in Contracts

280G Shareholder Approval. With respect to any payments and/or benefits that Parent determines may constitute “parachute payments” under Section 280G of the Code, the Shareholders shall have (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “parachute payments” or (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “parachute payments” shall not be paid or provided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to such “parachute payments.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Taleo Corp)

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280G Shareholder Approval. With respect to any payments and/or benefits that Parent determines may constitute “excess parachute payments” under Section 280G of the Code, the Shareholders Company’s shareholders shall have (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “excess parachute payments” or (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “excess parachute payments” shall not be paid or provided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to such “parachute payments.”

Appears in 1 contract

Samples: Merger Agreement (Swisher Hygiene Inc.)

280G Shareholder Approval. With respect to any payments and/or benefits that Parent the Company reasonably determines may constitute “parachute payments” under Section 280G of the Code, the Shareholders shall have (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “parachute payments” or (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “parachute payments” shall not be paid or provided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to such “parachute payments.”

Appears in 1 contract

Samples: Merger Agreement (Fti Consulting Inc)

280G Shareholder Approval. With respect to any payments and/or benefits that Parent determines may constitute “parachute payments” under Section 280G of the Code, the Company Shareholders shall have (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “parachute payments” or (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “parachute payments” shall not be paid or provided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to such “parachute payments.”

Appears in 1 contract

Samples: Draft Agreement (Aruba Networks, Inc.)

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280G Shareholder Approval. With respect to any payments and/or benefits that Parent Purchaser determines may constitute “parachute payments” under Section 280G of the Code, the Shareholders shall have (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “parachute payments” or (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “parachute payments” shall not be paid or provided for in any manner and Parent Purchaser and its subsidiaries shall not have any liabilities with respect to such “parachute payments.”

Appears in 1 contract

Samples: Arrangement Agreement (Aruba Networks, Inc.)

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