Common use of 280G Stockholder Approval Clause in Contracts

280G Stockholder Approval. Promptly following the execution of this Agreement, the Company shall submit to the Stockholders for approval (in a manner reasonably satisfactory to Parent) by such number of holders of Shares 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 Parent, 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. Prior to the Closing, the Company shall deliver to Parent notification and documentation reasonably satisfactory to Parent that (a) a vote of the holders of 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 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 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 pursuant to this Section 5.11.

280G Stockholder Approval. Promptly following the execution of this Agreement, the Company shall submit to the Stockholders holders of Company Capital Stock for approval (in a manner reasonably satisfactory to Parent) by such number of holders of Shares as is required by the terms of Section 280G(b)(5)(B) of the Code), any payments and/or or benefits that may could reasonably be expected by the Company 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 comment by Parent), such approval not to be unreasonably withheldthat, conditioned or delayedif such payments and benefits are approved by such number of holders of Company Capital Stock as is required by the terms of Section 280G (b)(5)(B) such that of the Code, such payments and benefits shall not be deemed to be Section 280G Payments. Prior , and prior to the Closing, the Company shall deliver to Parent notification and documentation reasonably evidence satisfactory to Parent that (a) a vote of the holders of Shares 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 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 and/or or benefits shall not be made or provided to the extent that they would cause any amounts to constitute Section 280G Payments, pursuant to the Parachute Payment Waivers that waivers of those payments or benefits, which were executed by the affected individuals prior to the solicitation of the vote of the holders of Shares Company Capital Stock pursuant to this Section 5.116.8.

280G Stockholder Approval. Promptly Prior to or promptly following the execution of this Agreement, the Company shall submit to the Stockholders holders of Company Capital Stock for approval (in a manner reasonably satisfactory to Parent) ), by such number of holders of Shares Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or 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 Parent), 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. Prior , and prior to the Closing, the Company shall deliver to Parent notification and documentation evidence reasonably satisfactory to Parent that (a) a vote of the holders of Shares 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 or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) ), or (b) to the extent that the 280G Stockholder Approval was not obtained and as a consequence, that such payments and/or 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 waivers of those payments or benefits, which were executed by the affected individuals prior to the solicitation of the vote of the holders of Shares Company Capital Stock pursuant to this Section 5.116.8.

280G Stockholder Approval. Promptly following the execution of this Agreement, the The Company shall submit use its commercially reasonable efforts to obtain the Stockholders for approval (in a manner reasonably satisfactory to Parent) by such number of holders of Shares Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, Code and the regulations promulgated thereunder so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits that may provided pursuant to the Contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section ‎5.9, might otherwise result, separately or in the aggregate, constitute “parachute payments” pursuant to in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code (the “Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Parent), with such approval not stockholder vote to be unreasonably withheld, conditioned or delayedobtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) such that such payments and benefits shall not be deemed to be Section 280G Payments. Prior to the Closing, the Company shall deliver to Parent notification and documentation reasonably satisfactory to Parent that (a) a vote of the holders of Shares was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder thereunder. The Company shall provide Parent with reasonable opportunity to review its analysis of estimated 280G Payments and the requisite stockholder waivers, consents, and disclosure prepared in connection with such shareholder approval was obtained with respect to any payments and/or benefits that were subject prior to the stockholder vote shareholder vote, and prior to the Closing Date shall provide evidence of such approval (the “280G Stockholder Approval”) or (b) that the 280G Stockholder Approval such approval was not obtained and as a consequence, that such payments and/or or benefits shall that would result in the imposition of any excise taxes under Section 4999 of the Code will 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 pursuant to this Section 5.11paid).

280G Stockholder Approval. Promptly following the execution of this Agreement, the Company shall submit to the Stockholders holders of Company Capital Stock for approval (in a manner reasonably satisfactory to Parent) ), by such number of holders of Shares Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or 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 Parent), 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. Prior , and prior to the Closing, the Company shall deliver to Parent notification and documentation evidence reasonably satisfactory to Parent that (a) a vote of the holders of Shares 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 or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) ), or (b) to the extent that the 280G Stockholder Approval was not obtained and as a consequence, that such payments and/or 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 waivers of those payments or benefits, which were executed by the affected individuals prior to the solicitation of the vote of the holders of Shares Company Capital Stock pursuant to this Section 5.116.8.