Common use of 280G Stockholder Approval Clause in Contracts

280G Stockholder Approval. 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 less than two Business Days prior to the 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 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 (i) 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 and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (ii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments 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 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 5.16.

280G Stockholder Approval. The Company shall obtain and deliver to Acquirer To the extent any payments made with respect to, or which arise as a Parachute Payment Waiver from each result of, this Agreement or the transactions contemplated hereby (including in connection with any other event), could be characterized as an “disqualified individualexcess parachute payment” (within the meaning of Section 280G 280G(b)(1) of the Code). Promptly following the delivery of the Parachute Payment Waivers to Acquirer (but in no event less than two Business Days prior to the Closing), the Company shall submit (i) within five (5) Business Days following the 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 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 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 Stockholders for approval meeting the requirements of the Code and the applicable treasury regulations (“280G Stockholder 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 and/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 (and which documentation shall be subject to Acquirer’s advanced review and approval, such approval not to be unreasonably withheld, conditioned or delayed) that (i) 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 and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) Approval was obtained or (ii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments 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 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 5.16Waivers.

280G Stockholder Approval. The Prior to the execution of this Agreement, the Company shall obtain obtained and deliver delivered to Acquirer a Parachute Payment Waiver from each “disqualified individual” (within the meaning of Section 280G of the Code). Promptly following the delivery Company’s receipt of the Parachute Payment Waivers to Acquirer from disqualified individuals, the Company has submitted (but in no event less than two Business Days or prior to the Closing), the Company Closing 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 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 (i) 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 and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (ii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments 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 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 5.164.5.

280G Stockholder Approval. The 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 meaning of Section 280G of the Code). Promptly following the delivery of the Parachute Payment Waivers to Acquirer (but in no event less than two three Business Days prior to the 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 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 (i) 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 and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (ii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments 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 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 5.165.15.

280G Stockholder Approval. The 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 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 the executed Parachute Payment Waivers to Acquirer (but in no event less than two three Business Days prior to the 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 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 (ia) 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 and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (iib) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments 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 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 5.165.15.

280G Stockholder Approval. The Prior to the 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 less than two three Business Days prior to the Closing), the Company shall submit 57 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 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 (i) 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 and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (ii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments 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 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 5.164.8.

280G Stockholder Approval. The Prior to the 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 less than two three Business Days prior to the 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 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 (i) 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 and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (ii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments 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 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 5.16Waivers.

280G Stockholder Approval. The To the extent the Company shall obtain and deliver (in consultation with Parent) reasonably determines that payments or benefits to Acquirer a Parachute Payment Waiver from each any “disqualified individual” (within as defined in Section 280G(c) of the meaning of Code) could constitute “parachute payments” under Section 280G of the Code). Promptly following the delivery of the Parachute Payment Waivers to Acquirer (but in no event less than two Business Days , prior to the 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 and/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 (and which documentation shall be subject to Acquirer’s advanced review and approval, such approval not to be unreasonably withheld, conditioned or delayed) Parent evidence that (i) 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 of the Code 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 and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) Waived Benefits or (iib) 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 and/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 Parachute Payment Waivers that were executed by the affected individuals Company no later than ten (10) Business Days prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 5.16Closing.

280G Stockholder Approval. The Prior to the 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 less than two three Business Days prior to the 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 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 (i) 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 and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (ii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments 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 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 5.165.12.