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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Relay Therapeutics, Inc.), Agreement and Plan of Merger (Exact Sciences Corp)
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 AgreementEmployees, the Company shall have used commercially reasonable efforts to submit submitted such parachute payments to the Company Stockholders for approval and the Company Stockholders shall have (ia) approved approved, pursuant to the method provided for in accordance with the regulations promulgated under Section 280G of the Code, any such “parachute payments payments” or (iib) shall have voted upon and disapproved (or failed to approve) such “parachute payments, ,” and, as a consequence, such “parachute payments payments” shall not be paid or provided for in accordance with applicable Law.
Appears in 2 contracts
Samples: Confidential Treatment Requested (Dare Bioscience, Inc.), Agreement and Plan of Merger (Invitae Corp)
280G Stockholder Approval or Disapproval. With respect to any payments and/or benefits that the Company or Parent determine may constitute “parachute payments” under Section 280G of the Code with respect to any Persons in connection with the transactions contemplated by this AgreementEmployees, 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 approved, pursuant to the method provided for in accordance with the regulations promulgated under Section 280G of the Code, any such “parachute payments payments” or (ii) shall have voted upon and disapproved (or failed to approve) such “parachute payments, ,” and, as a consequence, such “parachute payments payments” shall not be paid or provided for in accordance any manner and the Company, Parent and its Subsidiaries shall not have any liabilities with applicable Lawrespect to such “parachute payments.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Spark Networks SE), Agreement and Plan of Merger
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 AgreementEmployees, the Company shall have used commercially reasonable efforts to submit submitted such parachute payments to the Company Stockholders for approval and the Company Stockholders shall have (i) approved approved, pursuant to the method provided for in accordance with the regulations promulgated under Section 280G of the Code, any such “parachute payments payments” or (ii) shall have voted upon and disapproved (or failed to approve) such “parachute payments, ,” and, as a consequence, such “parachute payments payments” shall not be paid or provided for in accordance with applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Plan of Reorganization (Invitae Corp)
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 AgreementEmployees, the Company shall have used commercially reasonable efforts to submit submitted such parachute payments to the Company Stockholders for approval and the Company Stockholders shall have (ia) approved approved, pursuant to the method provided for in accordance with the regulations promulgated under Section 280G of the Code, any such “parachute payments payments” or (iib) shall have voted upon and disapproved (or failed to approve) such “parachute payments, ,” and, as a consequence, such “parachute payments payments” shall not be paid or provided for in accordance with applicable Law.. 6.1.14
Appears in 1 contract
Samples: Execution Draft Agreement and Plan of Merger (Dare Bioscience, Inc.)
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 AgreementEmployees, the Company shall have used commercially reasonable efforts to submit submitted such parachute payments to the Company Stockholders Sellers for approval and the Company Stockholders Sellers shall have (i) approved approved, pursuant to the method provided for in accordance with the regulations promulgated under Section 280G of the Code, any such “parachute payments payments” or (ii) shall have voted upon and disapproved (or failed to approve) such “parachute payments, ,” and, as a consequence, such “parachute payments payments” shall not be paid or provided for in accordance with applicable Law.
Appears in 1 contract
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 AgreementEmployees, the Company shall have used commercially reasonable efforts to submit submitted such parachute payments to the Company Stockholders for approval and the Company Stockholders shall have (i) approved approved, pursuant to the method provided for in accordance with the regulations promulgated under Section 280G of the Code, any such “parachute payments payments” or (ii) shall have voted upon and disapproved (or failed to approve) such “parachute payments, ,” and, as a consequence, such “parachute payments payments” shall not be paid or provided for in accordance with applicable Law.
Appears in 1 contract