Common use of 280G Stockholder Approval or Disapproval Clause in Contracts

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 Employees, 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 the Company, Parent and its Subsidiaries shall not have any liabilities with respect to such “parachute payments.”

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 Employees, the Company shall have submitted such parachute payments to the Company Stockholders for approval and 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 (or failed to approve) such “parachute payments,” and, as a consequence, such “parachute payments” shall not be paid or provided for in any manner and the Company, Parent and its Subsidiaries shall not have any liabilities accordance with respect to such “parachute paymentsapplicable Law.”

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 the Company or Parent determine may constitute “excess parachute payments” under Section 280G of the Code with respect to any (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 (ia) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “excess parachute payments” or (iib) 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 any manner and the Company, Parent and its Subsidiaries shall not have any liabilities accordance with respect to such “parachute paymentsapplicable Law.”