280G Stockholder Vote. The 280G Stockholder Vote shall have occurred and any payments that could reasonably be expected to be non-deductible under Section 280G of the Code shall have been irrevocably waived by each of the applicable “disqualified individuals” (as defined under Section 280G of the Code and the regulations promulgated thereunder) and either approved or disapproved in the 280G Stockholder Vote.
280G Stockholder Vote. To the extent that execution and delivery of this Agreement, the shareholder approval of this Agreement or the consummation of the transactions contemplated hereby could reasonably be expected to (either alone or in conjunction with any other event) result in the payment of any “parachute payment” as defined in Section 280G(b)(2) of the Code, the 280G Stockholder Vote shall have occurred and any payments that could reasonably be expected to be non-deductible under Section 280G of the Code shall have been previously irrevocably waived by each of the applicable “disqualified individuals” (as defined under Section 280G of the Code and the regulations promulgated thereunder) unless approved in the 280G Stockholder Vote, and either approved or disapproved in the 280G Stockholder Vote.
280G Stockholder Vote. Prior to the Closing Date, the Company shall submit to a vote of its stockholders, in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder (a “280G Stockholder Vote”), the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment or benefit received by such “disqualified individual” would be a “parachute payment” under Section 280G(b) of the Code if the stockholders approve the payment by a vote that complies with Section 280G(b)(5)(B) of the Code. The Company shall (a) at least two (2) Business Days prior to providing (i) the applicable disqualified individuals with any required waivers, consents or agreements and (ii) the applicable stockholders with any materials necessary to comply with the 280G Stockholder Vote, provide a draft of the applicable materials to Parent and incorporate into such materials any reasonable comments that are provided by Parent and (b) use commercially reasonable efforts to obtain any required waivers, consents or agreements from each disqualified individual at least one (1) Business Day prior to conducting the 280G Stockholder Vote. Prior to the Closing, the Company shall provide Parent and its counsel with copies of any and all documents executed by the stockholders and disqualified individuals in connection with the 280G Stockholder Vote.
280G Stockholder Vote. Prior to the Closing, the Company will submit to a vote of the Company Stockholders (the “280G Stockholder Vote”), in a manner that satisfies the requirements of Q/A-7 of the Treasury Regulations under Section 280G of the Code (“Section 280G”), the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive or retain any and all payments and benefits in the nature of compensation that, but for such waiver (as applicable) and approval, will be treated or could reasonably be expected to be treated as “parachute payments” under Section 280G (either alone or in combination with any other event). The Company shall, (i) at least three (3) business days prior to providing the applicable disqualified individuals with any required waivers, consents or agreements (the “Parachute Payment Waivers”) and the applicable stockholders with any materials necessary to comply with the 280G Stockholder Vote, provide a draft of the applicable materials to Parent and incorporate into such materials any reasonable comments that are timely provided by Parent and (ii) obtain any required Parachute Payment Waivers from each disqualified individual at least one (1) business day prior to conducting the 280G Stockholder Vote. Prior to the Closing, the Company shall provide Parent with copies of all documents executed by the Company Stockholders and disqualified individuals in connection with the 280G Stockholder Vote.
280G Stockholder Vote. If applicable, at least two Business Days prior to the Closing, (i) the Company shall submit for approval by written consent by its stockholders, in a form reasonably acceptable to Buyer and in accordance with Section 280G of the Code and the regulations thereunder (the “280G Stockholder Vote”), any payments that could reasonably constitute a “parachute payment” pursuant to Section 280G of the Code (each, a “Parachute Payment”), (ii) the Company shall use its reasonable best efforts to obtain waivers of the right to any Parachute Payment from each of the applicable individuals who may receive a Parachute Payment in a form reasonably acceptable to Buyer (the “Disqualified Individuals”), and (iii) the Company shall deliver to Buyer true and complete copies of all disclosure and documents that comprise the stockholder approval of each Parachute Payment as set forth in this Section 5.03 in sufficient time to allow Buyer to review such disclosure and documents. Any arrangements with Buyer shall only be included in such 280G Stockholder Vote if disclosed to the Company no later than 14 days prior to Closing.
280G Stockholder Vote. Prior to the Closing, the Companies will seek shareholder approval that satisfies the requirements of Q/A-7 of the regulations under Section 280G of the Code (“Section 280G”), including soliciting the waiver, to the extent necessary, by all persons who are “disqualified individuals” within the meaning of Section 280G of all payments and benefits in the nature of compensation that could, but for such waiver (as applicable) and approval, reasonably be expected to be treated as “parachute payments” under Section 280G (either alone or in combination with any other event). In connection with the foregoing, the Companies will provide drafts of all documentation related to such waiver and shareholder vote to Buyer for reasonable prior review and comment and will reasonably consider comments timely provided by Buyer to the Companies with respect to such documentation.
280G Stockholder Vote. No later than 10 days prior to the Closing Date and no earlier than six months prior to the Closing Date, the Company shall use its commercially reasonable efforts to solicit the approval by such number of stockholders of the Company as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render (if such approval is obtained) the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits provided pursuant to contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 8.14.1 above, might otherwise result, separately or in the aggregate, 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 or that would be subject to an excise tax by reason of Section 4999 of the Code, with such stockholder approval to be solicited in a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations. The Parachute Payment Waivers and documents to be provided to the Company’s stockholders in connection with the solicitation of stockholder approval shall be in a form reasonably acceptable to the Parent.
280G Stockholder Vote. If applicable, the Company shall have obtained binding written waivers with respect to the Waived 280G Benefits from any Person who is a “disqualified individual,” as defined in Section 280G of the Code and solicited the 280G Stockholder Vote.
280G Stockholder Vote. Purchaser shall have received copies of all documents executed by the stockholders and disqualified individuals in connection with the Stockholder Vote required by Section 280G of the Code and the regulations promulgated thereunder as required pursuant to Section 6.6, and in the absence of stockholder approval, none of the payments or other benefits subject to such Stockholder Vote (including any gross-up payments related thereto) shall be paid or provided.
280G Stockholder Vote. The Company shall use its reasonable best efforts to obtain, prior to the Closing Date, the approval by such number of stockholders of the Company as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits provided pursuant to Contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 5.12(c), might otherwise result, separately or in the aggregate, 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, with such stockholder vote to be obtained in a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder.
