Common use of 280G Stockholder Approval Clause in Contracts

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date), the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (a) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (b) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits that were executed by the affected individuals prior to the vote of the holders of Company Capital Stock pursuant to this Section 5.15.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately Promptly following the execution of the Parachute Payment Waivers this Agreement (and in no event later than ten Business Days prior the deadline to deliver the Closing DateStockholder Notice), the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (ai) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.155.18.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately following Following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date)this Agreement, the Company shall submit to the Stockholders of Company Stockholders for approval (in a manner reasonably satisfactory to AcquirerParent), by such number of holders Stockholders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by AcquirerParent, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer Parent notification and documentation reasonably satisfactory to Acquirer Parent that (a) a vote of the holders of capital stock of the Company Capital Stock was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) ), or (b) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or and/or benefits that which were executed by the affected individuals prior to the vote of the holders of capital stock of the Company Capital Stock pursuant to this Section 5.156.10.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately Promptly following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date)this Agreement, the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (a) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) ), or (b) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or and/or benefits that which were executed by the affected individuals prior to the vote of the holders of Company Capital Stock entitled to vote on this matter pursuant to this Section 5.155.16.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date)Closing, the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (ai) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.15.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately As soon as practicable following the execution of the Parachute Payment Waivers this Agreement, if and in no event later than ten Business Days prior to the Closing Date)extent reasonably requested or required by Acquirer, the Company shall submit to the Company Stockholders Shareholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders Shareholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (ai) a vote of the holders of Company Capital Stock Shareholders was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock Shareholders pursuant to this Section 5.156.14.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately Promptly following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date)this Agreement, the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (ai) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.15.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing DateWaivers), the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (a) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (b) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits that were executed by the affected individuals prior to the vote of the holders of Company Capital Stock pursuant to this Section 5.154.9.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately a) Promptly following the execution of the Parachute Payment Waivers and this Agreement, but in no event later than ten three (3) Business Days after the date hereof, the Company shall use all reasonable best efforts to obtain and deliver to Parent a waiver agreement, substantially in the form attached hereto as Exhibit A (a “280G Waiver”), from each Person who the Company reasonably believes is, with respect to the Company or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the Closing Dateinitiation of the solicitation of the requisite Company Stockholder approval described in Section 5.9(b), and who might otherwise receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code, unless the requisite Company Stockholder approval of such parachute payments is obtained pursuant to Section 5.9(b). (b) Promptly following the delivery by the Company to Parent of each 280G Waiver described in Section 5.9(a) (or written notice to Parent that certain “disqualified individuals” described in Section 5.9(a) have elected not to deliver such 280G Waiver), but in no event prior to the public announcement by Parent of the execution and delivery of this Agreement, the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), Parent) by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, Code any payments or and/or benefits that are subject to a 280G Waiver and that Parent determines may separately or in the aggregate, constitute “parachute payments” pursuant to (within the meaning of Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by and the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayedregulations promulgated thereunder), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G Paymentsof the Code, and prior to the Closing, Effective Time the Company shall deliver to Acquirer notification and documentation Parent evidence reasonably satisfactory to Acquirer Parent (i) that (a) a Company Stockholder vote of the holders of Company Capital Stock was solicited in conformance with Section 280G and the regulations promulgated thereunder thereunder, and the requisite stockholder Company Stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder Company Stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or benefits “parachute payments” shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Paymentsprovided, pursuant to the waivers of those payments or and/or benefits that which were executed by the affected individuals prior to on the vote date of the holders of Company Capital Stock pursuant to this Section 5.15Agreement.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately Promptly following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date)this Agreement, the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (ai) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.156.15.

280G Stockholder Approval. Prior to To the Closing Date extent that (but in no event earlier than immediately following the execution a) any current or former Employee, consultant, independent contractor or other service provider of the Parachute Payment Waivers Company or any of its Subsidiaries who is a “disqualified individual” (within the meaning of Section 280G) (each a “Disqualified Individual”) would be entitled to any payment or benefit in connection with the transactions contemplated by this Agreement and in no event later than ten Business Days (b) such payment or benefit would potentially constitute a “parachute payment” under Section under Section 280G of the Code, the Company shall, prior to the Closing Date), Closing: (i) obtain a binding written waiver in the Company shall submit form attached here to as Exhibit H by such Disqualified Individual of any such portion of such parachute payment as exceeds 2.99 times such Disqualified Individual’s “base amount” within the meaning of Section 280G(b)(3) of the Code (the “Waived Payments”) to the Company Stockholders for approval (extent such excess is not subsequently approved pursuant to a stockholder vote in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by accordance with the terms requirements of Section 280G(b)(5)(B) of the Code, any payments or benefits that may separately or in ; (ii) provide to the aggregate, constitute “parachute payments” pursuant to Company’s stockholders such disclosure as is required under Section 280G 280G(b)(5)(B)(ii) of the Code (“Section 280G Payments”) (which determination shall be made and provide Acquirer a reasonable opportunity to review and comment on such disclosure before it is distributed to the Company’s stockholders and all other documents prepared by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be in connection with this Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that 5.14; (aiii) hold a vote of the holders Company’s stockholders in a manner that is intended to satisfy the requirements of Company Capital Stock Section 280G(b)(5)(B) of the Code; and (iv) deliver to Acquirer certification that the vote of the Company’s stockholders was solicited in conformance conformity with the requirements of Section 280G 280G(b)(5)(B) of the Code and the regulations promulgated thereunder and (x) the requisite stockholder approval of the Waived Payments was obtained in conformity with respect to any payments or benefits that were subject to Section 280G(b)(5)(B) of the stockholder vote (the “280G Stockholder Approval”) Code or (by) that the 280G Stockholder Approval requisite stockholder approval of the Waived Payments was not obtained and and, as a consequence, that such payments or benefits the Waived Payments shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits that were executed by the affected individuals prior to the vote of the holders of Company Capital Stock pursuant to this Section 5.15made.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately Promptly following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date)this Agreement, the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (a) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and either (i) that the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.155.16.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately Promptly following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date)this Agreement, the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to AcquirerAcquiror), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by AcquirerAcquiror, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer Acquiror notification and documentation reasonably satisfactory to Acquirer Acquiror that (ai) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the parachute payment waivers of those payments or benefits that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.154.3.

280G Stockholder Approval. Prior To the extent applicable, promptly following the execution of this Agreement, the Company shall use commercially reasonable efforts to obtain and deliver to Acquirer a Parachute Payment Waiver from each “disqualified individual” (within the Closing Date meaning of Section 280G of the Code). Promptly following the delivery of the Parachute Payment Waivers to Acquirer (but in no event earlier less than immediately following the execution of the Parachute Payment Waivers and in no event later than ten three Business Days prior to the Closing DateClosing), the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer (and which documentation shall be subject to Acquirer’s advanced review and approval, such approval not to be unreasonably withheld, conditioned or delayed) that (ai) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.15.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date)As soon as reasonably practicable, the Company Jiff shall submit to the Company Jiff Stockholders for approval (in a manner reasonably satisfactory to AcquirerCastlight), by such number of holders of Company Jiff Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company Jiff and shall be subject to review and approval by AcquirerCastlight, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company Jiff shall deliver to Acquirer notification and documentation provide evidence reasonably satisfactory to Acquirer Castlight that (ai) a vote of the holders of Company Jiff Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Jiff Capital Stock pursuant to this Section 5.156.14.

280G Stockholder Approval. Prior to the Closing Date Closing, the Company shall obtain and deliver to Acquirer a Parachute Payment Waiver from each “disqualified individual” (within the meaning of Section 280G of the Code). Promptly following the delivery of the Parachute Payment Waivers to Acquirer (but in no event earlier less than immediately following the execution of the Parachute Payment Waivers and in no event later than ten three Business Days prior to the Closing DateClosing), the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer (and which documentation shall be subject to Acquirer’s advanced review and approval, such approval not to be unreasonably withheld, conditioned or delayed) that (ai) a vote of the holders of shares of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of shares of Company Capital Stock pursuant to this Section 5.155.12.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately Promptly following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date)this Agreement, the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (a) a vote of the holders of Company Capital Common Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (b) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the parachute payment waivers of those payments or benefits that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Common Stock pursuant to this Section 5.15, which parachute payment waivers shall be in a form mutually agreed by the parties hereto and be delivered to Acquirer by the Company at the Closing to the extent received.

280G Stockholder Approval. Prior to the Closing Date Closing, the Company shall obtain and deliver to Acquirer a Parachute Payment Waiver from each “disqualified individual” (within the meaning of Section 280G of the Code). Promptly following the delivery of the Parachute Payment Waivers to Acquirer (but in no event earlier less than immediately following the execution of the Parachute Payment Waivers and in no event later than ten three Business Days prior to the Closing DateClosing), the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer (and which documentation shall be subject to Acquirer’s advanced review and approval, such approval not to be unreasonably withheld, conditioned or delayed) that (ai) a vote of the holders of shares of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits that were executed by the affected individuals prior to the vote of the holders of Company Capital Stock pursuant to this Section 5.15Parachute Payment Waivers.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date), the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, and submitted to Acquirer for review at least five Business Days prior to Closing, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (ai) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the Treasury regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was solicited and not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.155.14.

280G Stockholder Approval. Prior to As soon as practicable following the Closing Date (date hereof, but in no event earlier than immediately following the execution of the Parachute Payment Waivers and in no event later than ten Business Days all cases prior to the Closing Date), the Company shall submit to (i) seek approval of the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of that complies with Section 280G(b)(5)(B) of the CodeCode and the regulations thereunder, any payments or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and include adequate written disclosure prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (a) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect all persons entitled to any payments or benefits that were subject to the stockholder vote thereon (the “280G Stockholder Approval”), of all payments and benefits which would constitute “excess parachute payments” that would not otherwise be deductible under Section 280G of the Code absent such 280G Stockholder Approval (the “Potential 280G Benefits”); (ii) to the extent it has not done so prior to the date hereof, secure from each of the individuals who has a right to any Potential 280G Benefits a waiver of such individual’s rights to some or all of such Potential 280G Benefits so that all remaining Potential 280G Benefits shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G of the Code; and (biii) deliver to Buyer, prior to seeking such 280G Stockholder Approval, advance notice of such stockholder vote and evidence reasonably satisfactory to Buyer that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or benefits shall not be made or provided to of the extent they would cause any amounts to constitute Section Potential 280G Payments, pursuant to the waivers of those payments or benefits that were executed by the affected individuals prior to the vote Benefits will be solicited in accordance with Section 280G(b)(5)(B) of the holders of Company Capital Stock pursuant to this Section 5.15Code and the regulations thereunder.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately Promptly following the execution of the Parachute Payment Waivers this Agreement, and in any case, no event later than ten Business Days three days prior to the Closing Date)Effective Time, the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (a) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and (a) the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (b) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.15.

280G Stockholder Approval. Prior As soon as reasonably practicable following the execution of this Agreement, the Company shall obtain and deliver to Acquirer a Parachute Payment Waiver in the Closing Date form attached as Exhibit H (a “Parachute Payment Waiver”) from each “disqualified individual” (within the meaning of Section 280G of the Code) who has a right to any payments or benefits as a result of or in connection with the transactions contemplated hereby that could reasonably be deemed to constitute Section 280G Payments. Promptly following the delivery of executed Parachute Payment Waivers to Acquirer (but in no event earlier less than immediately following the execution of the Parachute Payment Waivers and in no event later than ten three Business Days prior to the Closing DateClosing), the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may would reasonably be expected to, separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits that, in the absence of the executed Parachute Payment Waivers, might otherwise result in Section 280G Payments, shall not be deemed to be Section 280G Payments. No later than five (5) Business Days prior to soliciting the 280G Stockholder Approval pursuant to this Section 5.15, and prior Acquirer will provide to the Company any payments and/or benefits that may be payable or provided by Acquirer or an Affiliate or Subsidiary thereof that would reasonably be expected to separately or in the aggregate constitute Section 280G Payments. Prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer (and which documentation shall be subject to Acquirer’s advanced review and approval, such approval not to be unreasonably withheld, conditioned or delayed) that (a) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations Treasury Regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (b) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.15.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately following the execution of the Parachute Payment Waivers and in no event No later than ten five (5) Business Days prior to the Closing Date), the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to AcquirerParent), by such number of holders of Company Stockholders as is required by in accordance with the terms of Section 280G(b)(5)(B) of the CodeCode and the Treasury Regulations promulgated thereunder, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by AcquirerParent, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer Parent notification and documentation reasonably satisfactory to Acquirer Parent that (a) a vote of the holders of Company shares of Capital Stock was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (b) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G PaymentsPayments that are “excess parachute payments” (within the meaning of Section 280G of the Code), pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the vote of the holders of Company Capital Stock Stockholders pursuant to this Section 5.155.18. All solicitation documents for the 280G Stockholder Approval shall be subject to advance review and approval by Parent, such approval not to be unreasonably withheld, conditioned or delayed.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately Promptly following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date)this Agreement, the Company Target shall submit to the Company Stockholders for approval approval, if necessary, (in a manner reasonably satisfactory to AcquirerAcquiror), by such number of holders of Company Stockholders Target Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be Target, subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayedthe reasonable satisfaction of Acquiror), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company Target shall deliver to Acquirer Acquiror notification and documentation reasonably satisfactory to Acquirer Acquiror that (ai) a vote of the holders of Company Capital Target Common Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder shareholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder shareholder vote (the “280G Stockholder Approval”) or ); (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers, if any, that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Target Capital Stock pursuant to this Section 5.156.14; or (iii) that such payments shall be made to the extent a Parachute Payment Waiver was not executed by any affected individual.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately Promptly following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date)this Agreement, the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), Parent) by such number of holders of Company Stockholders Shares as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by AcquirerParent, such approval not to be unreasonably withheld, conditioned or delayed), ) such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior . Prior to the Closing, the Company shall deliver to Acquirer Parent notification and documentation reasonably satisfactory to Acquirer Parent that (a) a vote of the holders of Company Capital Stock Shares was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (b) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock Shares pursuant to this Section 5.15.5.11. -50-

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date), the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, and submitted to Acquirer for review at least five Business Days prior to Closing, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (ai) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was solicited and not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.155.14.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date), the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(Bi) of the Code, Each Person who might receive any payments or and/or benefits in connection with the First Step Merger that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section shall have executed and delivered to the Company a 280G Payments”) (which determination shall be made by Waiver, each in substantially the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (a) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or benefits that were subject to the stockholder vote form attached hereto as Exhibit B (the “280G Waiver”), pursuant to which each such Person will waive any right or entitlement to such payments and/or benefits to the extent the value of such payments and/or benefits exceeds 2.99 times such Person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the requisite Company Stockholder Approval”approval of those payments and/or benefits is obtained pursuant to Section 280G of the Code so that such payment and/or benefits do not constitute “parachute payments” thereunder, and such 280G Waiver shall be in effect immediately prior to the Effective Time. (ii) 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, the Stockholders of the Company 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 (bii) that the 280G Stockholder Approval was not obtained voted upon and disapproved such parachute payments, and, as a consequence, that such payments or benefits “parachute payments” waived by such Persons pursuant to the 280G Waivers shall not be made paid or provided for in any manner, and Parent shall not have any liabilities with respect to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits that were executed by the affected individuals prior to the vote of the holders of Company Capital Stock pursuant to this Section 5.15such “parachute payments.”

280G Stockholder Approval. Prior The Company shall obtain and deliver to Acquirer a Parachute Payment Waiver from each “disqualified individual” (within the Closing Date meaning of Section 280G of the Code). Promptly following the delivery of the Parachute Payment Waivers to Acquirer (but in no event earlier less than immediately following the execution of the Parachute Payment Waivers and in no event later than ten two Business Days prior to the Closing DateClosing), the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer (and which documentation shall be subject to Acquirer’s advanced review and approval, such approval not to be unreasonably withheld, conditioned or delayed) that (ai) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.155.16.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately Promptly following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date)this Agreement, the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to AcquirerAcquiror), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by AcquirerAcquiror, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer Acquiror notification and documentation reasonably satisfactory to Acquirer Acquiror that (ai) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.155.16.

280G Stockholder Approval. Prior to the Closing Date execution of this Agreement, the Company obtained and delivered to Acquirer a Parachute Payment Waiver from each “disqualified individual” (but in no event earlier than immediately within the meaning of Section 280G of the Code). Promptly following the execution Company’s receipt of the Parachute Payment Waivers and in no event later than ten Business Days from disqualified individuals, the Company has submitted (or prior to the Closing Date), the Company shall submit submit) to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to the prior review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer (and which documentation shall be subject to Acquirer’s advanced review and approval, such approval not to be unreasonably withheld, conditioned or delayed) that (ai) a vote of the holders of Company Capital Common Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Common Stock pursuant to this Section 5.154.5.

280G Stockholder Approval. Prior to the Closing Date Closing, the Company shall obtain and deliver to Acquirer a Parachute Payment Waiver from each “disqualified individual” (within the meaning of Section 280G of the Code). Promptly following the delivery of the Parachute Payment Waivers to Acquirer (but in no event earlier less than immediately following the execution of the Parachute Payment Waivers and in no event later than ten three Business Days prior to the Closing DateClosing), the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer (and which documentation shall be subject to Acquirer’s advanced review and approval, such approval not to be unreasonably withheld, conditioned or delayed) that (ai) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.154.8.

280G Stockholder Approval. Prior to To the Closing Date extent any payments made with respect to, or which arise as a result of, this Agreement or the transactions contemplated hereby (but including in no event earlier than immediately connection with any other event), could be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code, the Company shall (i) within five (5) Business Days following the execution date of this Agreement (and in any event, prior to obtaining the consent of any recipient of such payment in accordance with (ii) below), disclose its calculations with respect to such excess parachute payments to Acquirer, along with the assumptions used to make the calculations and the data necessary for Acquirer to confirm the accuracy of the calculations, (ii) promptly seek via a parachute payment waiver, in substantially the form attached hereto as Exhibit I (the “Parachute Payment Waivers Waiver”) the consent of the recipient of any such payment that would otherwise be due and owing that entitlement to such payment shall be waived, absent 280G Stockholder Approval (as defined below) and (iii) promptly (and in no event later than ten Business Days any case prior to the Closing Date) cause all such payments to be adequately disclosed to, and obtain the vote (whether of approval or disapproval) of, the holders of the voting stock of the Company meeting the requirements of the Code and the applicable treasury regulations (“280G Stockholder Approval”), the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is . Acquirer shall have the right to reasonably review and approve any disclosure required by the terms of Section 280G(b)(5)(Bclause (iii) of the Code, any payments or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to first sentence of this Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, 5.13 before such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior disclosure is made. Prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (ai) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) Approval was obtained or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits that were executed by the affected individuals prior to the vote of the holders of Company Capital Stock pursuant to this Section 5.15Parachute Payment Waivers.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately Promptly following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date)this Agreement, the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (ai) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.155.16.

280G Stockholder Approval. Prior To the extent the Company (in consultation with Parent) reasonably determines that payments or benefits to the Closing Date any “disqualified individual” (but as defined in no event earlier than immediately following the execution Section 280G(c) of the Parachute Payment Waivers and in no event later than ten Business Days Code) could constitute “parachute payments” under Section 280G of the Code, prior to the Closing Date)Closing, the Company shall submit shall: (i) use commercially reasonable efforts to seek from each of the Persons who is a “disqualified individual” and has received or may receive any payments, rights or benefits which, in the absence of approval by the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of that complies with Section 280G(b)(5)(B) of the CodeCode and Treasury Regulation Section 1.280G-1 (the “280G Stockholder Approval”), any payments or benefits that may separately or in the aggregate, could be deemed to constitute “parachute payments” pursuant to under Section 280G of the Code (the “Potential 280G Benefits”), a waiver of such Person’s rights to some or all of such Potential 280G Benefits (the “Waived Benefits”) so that all remaining Potential 280G Benefits applicable to such Person shall not be deemed to be “parachute payments” that would be non-deductible under Section 280G Payments”of the Code; (ii) solicit the 280G Stockholder Approval of any Waived Benefits; and (which determination shall be made by iii) no later than three (3) Business Days prior to seeking any waiver or the Company and shall be subject 280G Stockholder Approval, deliver to Parent, for Parent’s reasonable review and approval by Acquirercomment, drafts of such approval 280G Stockholder Approval related-documents and all calculations, waivers, consents, disclosures and other documents prepared in connection with the actions described in this Section 6.13 (and the Company’s acceptance of Parent’s reasonable comments shall not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior . Prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer Parent evidence that (a) a vote of the holders of Company Capital Stock Stockholders who are entitled to vote was solicited in conformance accordance with the provisions of this Section 280G 6.13 and the regulations promulgated thereunder and that either (a) the requisite stockholder approval number of votes was obtained with respect to any payments or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) Waived Benefits or (b) that the 280G Stockholder Approval requisite number of votes with respect to the Waived Benefits was not obtained and obtained, and, as a consequence, that such payments or benefits the Waived Benefits shall not be made or provided (and, if the foregoing clause (b) is applicable, the Company shall not pay the Waived Benefits). Notwithstanding anything to the contrary in this Section 6.13 or otherwise in this Agreement, compliance with this Section 6.13 shall be determined without regard to any Parent Arrangements, except to the extent they would cause any amounts to constitute Section 280G Payments, pursuant such Parent Arrangements have been made available to the waivers of those payments or benefits that were executed by the affected individuals Company no later than ten (10) Business Days prior to the vote of the holders of Company Capital Stock pursuant to this Section 5.15Closing.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately a) Promptly following the execution of the Parachute Payment Waivers and this Agreement, but in no event later than ten one (1) Business Days Day after the date hereof, the Company shall use its reasonable best efforts to obtain and deliver to Buyer a waiver agreement, substantially in the form approved by Buyer (a “280G Waiver”), from each Person who the Company, in consultation with Buyer, reasonably believes is, with respect to the Company or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the Closing Dateinitiation of the solicitation of the requisite Company Stockholder approval described in Section 4.9(b) and who might otherwise receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code, unless the requisite Company Stockholder approval of such parachute payments is obtained pursuant to Section 4.9(b). (b) Promptly following the delivery by the Company to Buyer of each 280G Waiver described in Section 4.9(a), the Company shall submit to the Company Stockholders for approval (in a form and manner reasonably satisfactory to Acquirer), Buyer) by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, Code any payments or benefits that are subject to a 280G Waiver and that Buyer determines may separately or in the aggregate, constitute “parachute payments” pursuant to (within the meaning of Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by and the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayedregulations promulgated thereunder), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G Paymentsof the Code, and prior to the Closing, Effective Time the Company shall deliver to Acquirer notification and documentation Buyer evidence reasonably satisfactory to Acquirer Buyer (i) that (a) a Company Stockholder vote of the holders of Company Capital Stock was solicited in conformance with Section 280G and the regulations promulgated thereunder thereunder, and the requisite stockholder Company Stockholder approval was obtained with respect to any payments or benefits that were subject to the stockholder Company Stockholder vote (the “280G Stockholder Approval”) ), or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or benefits “parachute payments” shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Paymentsprovided, pursuant to the waivers of those payments or benefits that which were executed by the affected individuals prior to on the vote date of the holders of Company Capital Stock pursuant to this Section 5.15Agreement.

280G Stockholder Approval. Prior to the Closing Date (but in no event earlier than immediately Promptly following the execution of the Parachute Payment Waivers and in no event later than ten Business Days prior to the Closing Date)this Agreement, the Company shall submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquirer), by such number of holders of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquirer notification and documentation reasonably satisfactory to Acquirer that (ai) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments or and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (bii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments or and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.15.