280G Stockholder Approval or Disapproval. With respect to any payments and/or benefits that may constitute “parachute payments” under Section 280G of the Code with respect to any Persons in connection with the transactions contemplated by this Agreement, the Company shall have used commercially reasonable efforts to submit such parachute payments to the Company Stockholders for approval and the Company Stockholders shall have (i) approved in accordance with the regulations promulgated under Section 280G of the Code, any such parachute payments or (ii) shall have voted upon and disapproved (or failed to approve) such parachute payments, and, as a consequence, such parachute payments shall not be paid or provided for in accordance with applicable Law.
280G Stockholder Approval or Disapproval. With respect to any payments and/or benefits that may constitute “parachute payments” under Section 280G of the Code with respect to any Employees (including, without limitation, any acceleration of vesting relating to unvested Company Stock or Company Options as set forth on Section 6.1(m) of the Disclosure Schedule), either (i) the Company shall have submitted such parachute payments to the Company Stockholders for approval and the Company Stockholders shall have (x) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “parachute payments” or (y) shall have voted upon and disapproved such “parachute payments,” and, as a consequence, such “parachute payments” shall not be paid or provided for in accordance with applicable Law, or (ii) the applicable Employee(s) shall have made arrangements satisfactory to Parent in order for Parent and/or the Company to effect any applicable Tax withholding obligation.
280G Stockholder Approval or Disapproval. With respect to any payments and/or benefits that the Company (in consultation with Parent) determines may constitute “parachute payments” under Section 280G of the Code with respect to any individual whom the Company reasonably believes is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), (i) 280G Approval was obtained, or (ii) that the 280G Approval was not obtained and as a consequence, that such “parachute payments” shall not be made or provided, pursuant to the waivers of those payments and/or benefits that were executed by the affected individuals.
280G Stockholder Approval or Disapproval. With respect to any payments and/or benefits that may constitute “excess parachute payments” under Section 280G of the Code, the Company shall have (i) sought waivers from each person who could receive such payments; and (ii) submitted such parachute payments to the Stockholders for approval in accordance with Section 280G(b)(5)(B) of the Code with respect to each Person from whom a waiver referenced in the foregoing clause (i) was obtained.
280G Stockholder Approval or Disapproval. With respect to any Employee who may be considered a “disqualified individual” under Section 280G of the Code and who is eligible to receive payments and/or benefits that may constitute “excess parachute payments” under Section 280G of the Code (including the Parent RSU Award Agreements for Continuing Employees), the Company shall have submitted such parachute payments to the Stockholders for approval and the Stockholders shall have (a) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “excess parachute payments” or (b) shall have voted upon and disapproved such “excess parachute payments,” and, as a consequence, such “excess parachute payments” shall not be paid or provided for in accordance with applicable Law.
