Common use of 280G Stockholder Approval; 280G Waivers Clause in Contracts

280G Stockholder Approval; 280G Waivers. With respect to any payments and/or benefits that Parent determines may constitute “parachute payments” under Section 280G of the Code with respect to any Employees, (x) Parent shall have received a 280G Waiver from each Employee receiving a payment that may constitute a “parachute payment” under Section 280G of the Code and (y) the Company Stockholders 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. Each 280G Waiver shall be in effect immediately prior to the Effective Time.

280G Stockholder Approval; 280G Waivers. With respect to any payments and/or benefits that Parent reasonably determines or the Company reasonably determines may constitute “parachute payments” under Section 280G of the Code with respect to any Employees, (x) Parent shall have received a 280G Waiver from each Employee receiving a payment that may constitute a “parachute payment” under Section 280G of the Code and (y) the Company Stockholders 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. Each 280G Waiver shall be in effect immediately prior to the Effective Time.

280G Stockholder Approval; 280G Waivers. With respect to any payments and/or benefits that Parent reasonably determines may constitute “parachute payments” under Section 280G of the Code with respect to any Employees, (xi) Parent shall have received a 280G Waiver from each Employee receiving a payment that may constitute a “parachute payment” under Section 280G of the Code and (yii) the Company Stockholders shall have (iA) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “parachute payments” or (iiB) shall have voted upon and disapproved such parachute payments, payments and, as a consequence, such “parachute payments” shall not be paid or provided for in any manner manner, and Parent and its subsidiaries Subsidiaries shall not have any Liabilities with respect to such “parachute payments. .” Each 280G Waiver shall be in effect as of immediately prior to the Effective Timesolicitation of the 280G Approval from the Company Stockholders.