Common use of 280G Stockholder Approval Clause in Contracts

280G Stockholder Approval. (a) Each Person who might receive any payments and/or benefits referred to in Section 5.3(b) hereof shall have executed and delivered to the Company a 280G Waiver, and such 280G Waiver shall be in full force and effect immediately prior to the Effective Time. (b) 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 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 Parent and the Parent Subsidiary shall not have any liabilities with respect to such “parachute payments.”

280G Stockholder Approval. (ai) Each Person who might receive any payments and/or benefits referred to in Section 5.3(b6.1(b) hereof shall have executed and delivered to the Company a 280G Waiver, and such 280G Waiver shall be in full force and effect immediately prior to the Effective Time. (bii) With respect to any payments and/or benefits that Parent Acquiror determines may constitute “parachute payments” under Section 280G of the Code with respect to any employees, the Company Stockholders shall have (ix) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “parachute payments” or (iiy) 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 Parent Acquiror and the Parent Subsidiary its subsidiaries shall not have any liabilities with respect to such “parachute payments.”

280G Stockholder Approval. (ai) Each Company shall have used commercially reasonable efforts to obtain from each Person who might receive any payments and/or benefits referred is, with respect to in Company, a “disqualified individual” (within the meaning of Section 5.3(b) hereof shall have executed and delivered to the Company a 280G Waiverof the Code and the regulations promulgated thereunder), and any such 280G Waiver shall be in full force and effect immediately prior to the Effective Timesolicitation of requisite Company. (bii) With respect to any payments and/or benefits that Parent Company reasonably determines (through an analysis that is reasonably satisfactory to Parent) may constitute “parachute payments” under Section 280G of the Code with respect to any employeesemployees who have executed a 280G Waiver, the stockholders of 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” payments shall not be paid or provided for in any manner, and Parent and the Parent Subsidiary Merger Subs shall not have any liabilities with respect to such “parachute payments.”

280G Stockholder Approval. (ai) Each Person who might receive any payments and/or benefits referred to in Section 5.3(b5.1(b) hereof shall have executed and delivered to the Company a 280G Waiver, and such 280G Waiver shall be in full force and effect immediately prior to the solicitation of the Company Stockholders in accordance with Section 5.1(b) and be continuing through the Effective Time. (bii) With respect to any payments and/or benefits that Parent Acquiror determines may constitute “parachute payments” under Section 280G of the Code with respect to any employees, the Company Stockholders shall have (ix) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “parachute payments” or (iiy) 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 Parent Acquiror and the Parent Subsidiary its subsidiaries shall not have any liabilities with respect to such “parachute payments.”

280G Stockholder Approval. (ai) Each Person who might receive any payments and/or benefits referred to in Section 5.3(b7.1(b) hereof shall have executed and delivered to the Company a 280G Waiver, and such 280G Waiver shall be in full force and effect immediately prior to the Effective Time. (bii) 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 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 Parent and the Parent Subsidiary its Subsidiaries shall not have any liabilities with respect to such “parachute payments.”

280G Stockholder Approval. (ai) Each Person who might receive any payments and/or benefits referred to in Section 5.3(b6.1(b) hereof shall have executed and delivered to the Company a 280G Waiver, and such 280G Waiver shall be in full force and effect immediately prior to the Effective Time. (bii) 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 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 Parent and the Parent Subsidiary its Subsidiaries shall not have any liabilities with respect to such “parachute payments.”