280G Stockholder Approval. With respect to any payments and/or benefits that the Company (after consultation with Parent) reasonably determines may constitute “excess parachute payments” under Section 280G of the Code, the Stockholders shall have (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “excess parachute payments” or (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “excess parachute payments” shall not be paid or provided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to such “parachute payments.”
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Samples: Agreement and Plan of Reorganization (Mediscience Technology Corp), Agreement and Plan of Reorganization (Taleo Corp), Agreement of Merger and Plan of Reorganization (Inferx Corp)
280G Stockholder Approval. With respect to any payments and/or benefits that the Company (after consultation with Parent) or Parent reasonably determines determine may constitute “excess parachute payments” under Section 280G of the CodeCode 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 “excess parachute payments” or (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “excess parachute payments” shall not be paid or provided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to so such “parachute payments.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Google Inc.)
280G Stockholder Approval. With respect to any payments and/or benefits that Parent and the Company (after consultation with Parent) reasonably determines mutually determine may constitute “excess parachute payments” under Section 280G of the CodeCode with respect to any Employees, the Stockholders shall have (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “excess parachute payments” or (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “excess parachute payments” shall not be paid or provided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to such “parachute payments” due to the 280G Waivers.”
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)
280G Stockholder Approval. With respect to any payments and/or benefits that the Company (after consultation with Parent) reasonably Parent determines may constitute “excess parachute payments” under Section 280G of the CodeCode with respect to any Company Employee, 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 “excess parachute payments” or (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “excess parachute payments” shall not be paid or provided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to so such “parachute payments.”
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280G Stockholder Approval. With respect to any payments and/or benefits that the Company (after consultation with Parent) reasonably Parent determines may constitute “excess parachute payments” under Section 280G of the CodeCode with respect to any Company Employees, 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 parachute payments, and, as a consequence, with the consequence that such “excess parachute payments” shall not be paid or provided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to such “parachute payments.”
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280G Stockholder Approval. With respect to any payments and/or benefits that the Company (after consultation with Parent) reasonably Parent determines may constitute “excess parachute payments” under Section 280G of the CodeCode with respect to any Company 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 “excess parachute payments” or (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, with the consequence that such “excess parachute payments” shall not be paid or provided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to such “parachute payments.”
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280G Stockholder Approval. With respect to any payments and/or benefits that the Company determines (after consultation with in a manner satisfactory to Parent) reasonably determines may constitute “excess parachute payments” under Section 280G of the CodeCode with respect to any Employees, the Stockholders shall have (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “excess parachute payments” or (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “excess parachute payments” shall not be paid or provided for retained in any manner and Parent and its subsidiaries shall not have any liabilities with respect to such “parachute payments.”
Appears in 1 contract
Samples: Merger Agreement (Roku, Inc)
280G Stockholder Approval. With respect to any payments and/or benefits that the Company (after consultation with Parent) reasonably Parent determines may constitute “excess parachute payments” under Section 280G of the Code, 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 “excess parachute payments” or (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “excess parachute payments” shall not be paid or provided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to such “parachute payments.”
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280G Stockholder Approval. With respect to any payments and/or benefits that the Company (after consultation with Parent) reasonably Parent determines may constitute “excess parachute payments” under Section 280G of the CodeCode 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 “excess parachute payments” or (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “excess parachute payments” shall not be paid or provided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to such “parachute payments.”
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