280G Vote Sample Clauses

280G Vote. Before the Closing Date and to the extent a determination is reasonably made by the Company, Blocker or their Affiliates that any payment obligation of the Sellers, the Company, Blocker or an Affiliate thereof could constitute “parachute payments” pursuant to Section 280G of the Code, the Sellers shall solicit the requisite vote in accordance with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the applicable regulations promulgated thereunder (the “280G Vote”) with respect to any payments in respect of the change in control that otherwise would not be deductible pursuant to Section 280G of the Code as a result of or in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, if any “disqualified individual” (within the meaning of Section 280G(c) of the Code) with respect to the Company, Blocker or their Affiliates has the right to receive payments that could constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code), the Sellers or the Company shall use commercially reasonable efforts to request from each such Person a waiver of the right to a portion of the aggregate amount of such payments that would be deemed to constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) prior to soliciting the 280G Vote described in the immediately preceding sentence. The Sellers shall provide, or cause to be provided, to the Buyer reasonable opportunity to review a draft of any soliciting materials, waivers or other documents relating to the 280G Vote, and the Sellers shall incorporate in good faith any reasonable comments that are made by the Buyer to such documents. Notwithstanding the foregoing, to the extent that any contract, agreement, or plan is entered into by Buyer, the surviving corporation or any of their Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Buyer Arrangements”), the Buyer shall provide all information reasonably necessary to allow the Sellers and the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to the Buyer Arrangements at least seven (7) days before the Closing Date and shall cooperate with the Sellers and the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits gra...

280G Vote. (i) At least two (2) business days prior to the Closing Date, the Debtor shall submit for approval by its stockholders, in conformance with Section 280G of the Code and the regulations thereunder (the “280G Stockholder Vote”), any payments that would reasonably be expected to constitute a “parachute payment” pursuant to Section 280G of the Code (each, a “Parachute Payment”). (ii) The Debtor shall use its commercially reasonably efforts to obtain, at least three (3) business days prior to the Closing Date, irrevocable waivers of the right to any Parachute Payment from each of the applicable “disqualified individuals” (as defined under Section 280G of the Code and the regulations promulgated thereunder). (iii) True and complete copies of all disclosure and documents that comprise the stockholder approval of each Parachute Payment shall be delivered to Parent in sufficient time to allow Parent to comment thereon, but no less than five (5) business days prior to the 280G Stockholder Vote, and shall reflect all reasonable comments of Parent thereon.

280G Vote. Prior to the Effective Time, the Company shall submit to a stockholder vote, in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder, 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 received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code). Such vote shall establish the disqualified individual’s right to the payment or other compensation and the Company shall obtain any required waivers or consents from the disqualified individual prior to the vote. In addition, the Company shall provide adequate disclosure to Company stockholders that hold voting Company Capital Stock of all material facts concerning all payments to any such disqualified individual that, but for such vote, could be deemed “parachute payments” under Section 280G of the Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder. Parent and its counsel shall have the right to review and comment on all documents required to be delivered to the Company stockholders in connection with such vote and any required disqualified individual waivers or consents and Parent and its counsel shall be provided copies of all vote documents executed by the stockholders and disqualified individuals.

280G Vote. Company shall have submitted to a vote of the shareholders of Company for their determination all payments or benefits that in the absence of such a vote could reasonably be viewed as “parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder), made to any individuals that are “disqualified individuals” (within the meaning of Section 280G(c) of the Code and the regulations thereunder). Such shareholder vote shall meet the requirements of Section 280G(b)(5)(B) of the Code and the regulations thereunder, and shall be in a form reasonably satisfactory to Buyer.

280G Vote. Pursuant to Section 6.14, the “parachute payments” shall have been submitted to the Stockholders for approval or disapproval and such payments will have been approved or disapproved by the Stockholders and, if disapproved, such payments shall have been waived by the recipients thereof and shall not have been made.

280G Vote. Prior to the Closing Date, to the extent an employee’s right to receive any payments would constitute a “parachute payment” within the meaning of Section 280G(b)(2)(A)(i) of the Code and any regulations promulgated thereunder, the Company shall request each such employee to waive such employee’s right to receive such “parachute payments” and, to the extent such waiver is obtained, the Company shall submit such payments to a vote meeting the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder. The Company shall forward to Buyer prior to submission to such stockholders copies of all documents prepared by the Company in connection with this Section 6.12 and shall incorporate any reasonable comments that are made by Buyer.

280G Vote. Notwithstanding any provision herein to the contrary, the effectiveness of this Agreement is expressly conditioned on the compensation arrangements set forth herein, including without limitation the Base Salary set forth in Section 2(a), the target annual cash bonus set forth in Section 2(b), the Transaction Bonus and True-Up Equity Award set forth in Section 2(c), and the payments upon termination of employment set forth in Sections 5(b) and 5(c), being first approved by the shareholders of the Company in a manner that satisfies the shareholder approval requirements of Q&A-6(a)(2)(ii) and Q&A-7 of Treas. Reg. 1.280G-1, which such approval must be obtained before the Closing. If such shareholder approval is not obtained, this Agreement shall be void ab initio and the Original Employment Agreement shall remain in effect.

280G Vote. If a 280G Vote is required under Section 5.21 hereof, as determined by the Company in good faith, then (i) the Company shall have used commercially reasonable efforts to obtain and deliver to Parent a Parachute Payment Waiver from each Person who is eligible to receive a payment that may constitute a “parachute payment” under Section 280G of the Code prior to soliciting the Section 280G Approval and (ii) with respect to each such Person who has delivered a Parachute Payment Waiver, the Company’s shareholders shall have (A) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “parachute payments” or (B) 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 its Affiliates shall not have any Liabilities with respect to such “parachute payments”.

280G Vote. The Company shall seek, but shall not be required to obtain, approval of the Stockholders by the requisite vote under Section 280G of the Code for the payment(s) described in Schedule 4.21(i).

280G Vote. Between the date hereof and the Closing Date, Silicon shall (i) use its reasonable efforts to obtain any necessary waivers from any individuals who are “disqualified individuals” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) of any payments or benefits that could reasonably be viewed as “parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder) in the absence of a stockholder vote, and (ii) submit to a vote of the stockholders of Silicon or any applicable affiliate for their determination all payments or benefits that are waived by any disqualified individual as contemplated by clause (i) of this Section ‎6.16 and that in the absence of such a vote could reasonably be viewed as “parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder). Any such stockholder vote shall be implemented in manner intended to meet the requirements of Section 280G(b)(5)(B) of the Code and the regulations thereunder and shall be in a form reasonably satisfactory to Boron.