280G Vote. At least five days prior to the Closing, the Company shall (i) seek from each Person who has a right to any payments and/or benefits as a result of or in connection with the transactions contemplated hereby that would constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) a waiver of such Person’s rights to some or all of such payments and/or benefits (the “Waived 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G of the Code and (ii) seek the approval of its stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1, which shall include adequate written disclosure to all stockholders prior to such vote, of any such Waived 280G Benefits (the “Shareholder Approval”). The Company shall have delivered to Purchaser complete copies of all disclosure and other related documents that will be provided to the Persons entitled to vote in connection with the Shareholder Approval at least five (5) days prior to distribution to the Persons entitled to vote and shall consider in good faith all reasonable comments of Purchaser thereon. If Purchaser desires to have included in the Waived 280G Benefits any new compensation arrangements entered into by or at the direction of Purchaser that could be deemed parachute payments with respect to any disqualified individuals of the Company and its Subsidiaries (“New Arrangements”), Purchaser shall deliver to the Company all relevant information with respect to such New Arrangements at least ten Business Days prior to the Closing Date. If Purchaser does not provide the Company with all relevant information with respect to any New Arrangements at least ten Business Days prior to the Closing Date, the Company shall not be required to include such New Arrangements in the determination of the Waived 280G Benefits. In no event shall the Company or Seller be deemed to be in breach of this Section 7.14 as a result of (a) any disqualified individual refusing to execute a waiver, (b) Purchaser’s failure to timely deliver all relevant information regarding any New Arrangements or (c) the Shareholder Approval not being obtained.
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 ProMedica and QCP in sufficient time to allow ProMedica and QCP to comment thereon, but no less than five (5) business days prior to the 280G Stockholder Vote, and shall reflect all reasonable comments of ProMedica and QCP thereon.
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. 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. Prior to the Closing Date, to the extent an employee’s right to receive any payments would reasonably 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 and, to the extent such consent is obtained, shall submit such payments to the holders of the Company Common Stock for a vote, in accordance with the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder. The Company shall forward to Parent prior to submission to such stockholders copies of all documents prepared by Company in connection with this Section 5.13 and shall incorporate any reasonable comments that are made by Parent.
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. 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.
280G Vote. The Company shall, to the extent requested in writing by Parent no later than thirty (30) days prior to the Closing, have submitted to a vote of the shareholders of the Company all payments or benefits for which there is no contractual entitlement or with respect to which any contractual entitlement has been waived, in either case that, in the absence of such a vote, could reasonably be viewed as a “parachute payment” (within the meaning of Section 280G of the Code and the regulations thereunder), which 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 Parent. The Company shall seek to obtain any waivers of contractual entitlements necessary to cause such vote to be effective under Section 280G(b)(5)(B) of the Code and the regulations thereunder.
280G Vote. Prior to the Closing, the Company shall (i) use reasonable best efforts to obtain from each "disqualified individual" (as defined in Section 280G(c) of the Code) a waiver by such individual of 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 such payments and benefits would not be "excess parachute payments" under Section 280G of the Code and (ii) submit to its interestholders for a vote all such waived payments in a manner such that, if such vote is adopted by the interestholders in a manner that satisfies the equityholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder, no payment received by such "disqualified individual" would be a "parachute payment" under Section 280G(b) of the Code. Such vote shall establish the "disqualified individual's" right to the payment or other compensation. In addition, the Company shall provide adequate disclosure to interestholders entitled to vote of all material facts concerning all payments that, but for such vote, could be deemed "parachute payments" to any such "disqualified individual" under Section 280G of the Code in a manner intended to satisfy Section 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder.
280G Vote. Notwithstanding the above, prior to any reduction in payments and benefits under this Section 12, at Executive’s request Company agrees, if permissible under Section 280G of the Code and applicable law (and subject to any applicable requirements including any requirements that may be applicable to Executive), to solicit a vote of all eligible shareholders of Company for approval of such amounts such that the compensation will not be subject to the Excise Tax as provided in Q&As 6 and 7 of Section 1.280G-1 of the Treasury Regulations or any superseding provision of such regulations. Company agrees to take all reasonable steps, in good faith, to solicit such vote if so request
