Common use of 280G Vote Clause in Contracts

280G Vote. Not less than three (3) Business Days prior to the Closing Date, each of the Glass Parties 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 the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) of such Glass Party that executed any required waiver or consent to receive all or a portion of payments (or other benefits) contingent on the consummation of the Transactions (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that, upon stockholder approval, 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 each such disqualified individual’s right to the payment or other compensation that, absent waiver and stockholder approval in accordance with Section 280G of the Code, could constitute a “parachute payment” under Section 280G(b) of the Code, and each of the Glass Parties shall use commercially reasonable efforts to obtain any required waivers or consents from the disqualified individuals of such Glass Party prior to the vote. In addition, each of the Glass Parties shall provide adequate disclosure to their respective stockholders that hold voting capital stock of all material facts concerning all payments to any such disqualified individual that, but for such vote, could be deemed a “parachute payment” under Section 280G of the Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and Treasury Regulations promulgated thereunder. At least five (5) Business Days prior to the vote, Solstice and its counsel shall be given the right to review and comment on all documents required to be delivered to each of the Glass Parties’ respective stockholders in connection with such vote and any required disqualified individual waivers or consents (or a form thereof), and each of the Glass Parties shall reflect all reasonable comments of Solstice thereon to the extent provided within three (3) Business Days following the receipt by Solstice or its counsel of such document, waiver, or consent, as applicable. Prior to soliciting the vote, each of the Glass Parties shall provide to Solstice and its counsel copies of all waivers or consents executed by the disqualified individuals of such Glass Party in connection with the vote, and promptly following the vote, Solstice and its counsel shall be provided copies of all documents executed by each of the Glass Parties’ respective stockholders in connection with the vote. For the avoidance of doubt, if, absent any action under this Section 6.20, no payment to any disqualified individual of a Glass Party would constitute a “parachute payment” under Section 280G(b) of the Code, such Glass Party will have no obligations to take any actions pursuant to this Section 6.20.

280G Vote. Not less than three The Company shall use its reasonable best efforts to obtain waivers from each individual who has a right to any payments and/or benefits as a result of or in connection with the Transaction contemplated by this Agreement that would be deemed to constitute “excess parachute payments” within the meaning of Section 280G of the Code and as to which such individual waives his or her rights to some or all of such payments and/or benefits (3the “Waived 280G Benefits”) Business Days applicable to such individual so that all remaining payments and/or benefits applicable to such individual shall not be deemed “excess parachute payments.” Promptly following the execution of such waivers (to the extent such waivers are executed), and in all events prior to the Closing DateClosing, each the Company shall solicit the approval of the Glass Parties shall submit requisite equityholders of Seller to a stockholder vote, the extent and in a the manner that satisfies the stockholder approval requirements required under Section 280G(b)(5)(B) of the Code of any Waived 280G Benefits. No later than seven calendar days prior to soliciting such waivers and the Treasury Regulations promulgated thereunderapprovals, the right Company shall provide a draft of such waivers and such equityholder approval materials (together with any “disqualified individual” (as defined calculations) to Purchaser for Purchaser’s review and comment, and will consider in Section 280G(c) good faith any reasonable comments made by Purchaser. To the extent any of the Code) of such Glass Party that executed any required waiver or consent to receive all or a portion of payments (or other benefits) contingent on Waived 280G Benefits were not approved by the consummation equityholders of the Transactions (within Company as contemplated above, prior to Closing, such Waived 280G Benefits shall not be made or provided. Prior to the meaning of Section 280G(b)(2)(A)(i) Closing, the Company shall deliver to Purchaser evidence that a vote of the Coderequisite equityholders was solicited in accordance with the foregoing provisions of this Section 6.8 and that either (i) the requisite number of votes were obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (ii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided (to the extent necessary so that, upon stockholder approval, 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 Codewaivers were executed). Such vote shall establish each such disqualified individual’s right Notwithstanding the foregoing, to the payment extent that any Contract, agreement or other compensation thatplan is entered into (or the material terms agreed) by Purchaser or any of their Affiliates and a disqualified individual in connection with the Transaction contemplated by this Agreement before the Closing Date (the “Purchaser Arrangements”), absent waiver Purchaser shall provide a copy of such Contract, agreement or plan to the Company at least ten calendar days before the Closing and stockholder approval shall cooperate with the Company in accordance with good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection Transaction contemplated by this Agreement and that could constitute a “parachute payment” under Section 280G(b) of the Code, and each of the Glass Parties shall use commercially reasonable efforts to obtain any required waivers or consents from the disqualified individuals of such Glass Party prior to the vote. In addition, each of the Glass Parties shall provide adequate disclosure to their respective stockholders that hold voting capital stock of all material facts concerning all payments to any such disqualified individual that, but for such vote, could be deemed a “parachute payment” under Section 280G of the Code Code; provided that, in any event, the Company’s failure to include the Purchaser Arrangements in the equityholder voting materials described herein due to the Purchaser’s failure to provide the Purchaser Arrangements pursuant to the foregoing will not result in a manner that satisfies Section 280G(b)(5)(B)(ii) breach of the Code and Treasury Regulations promulgated thereundercovenant set forth in this Section 6.8. At least five (5) Business Days prior to In no event shall Seller or the vote, Solstice and its counsel shall Company be given the right to review and comment on all documents required deemed to be delivered to each in breach of the Glass Parties’ respective stockholders in connection with such vote and this Section 6.8 if any required disqualified individual waivers or consents (or a form thereof), and each of the Glass Parties shall reflect all reasonable comments of Solstice thereon to the extent provided within three (3) Business Days following the receipt by Solstice or its counsel of such document, waiver, or consent, as applicable. Prior to soliciting the vote, each of the Glass Parties shall provide to Solstice and its counsel copies of all waivers or consents executed by the disqualified individuals of such Glass Party in connection with refuses to execute a waiver or the vote, and promptly following the vote, Solstice and its counsel shall be provided copies of all documents executed by each of the Glass Parties’ respective stockholders in connection with the vote. For the avoidance of doubt, if, absent any action under this Section 6.20, no payment to any disqualified individual of a Glass Party would constitute a “parachute payment” under Section 280G(b) of the Code, such Glass Party will have no obligations to take any actions pursuant to this Section 6.20equityholder vote is not obtained.

280G Vote. Not less Prior to the Closing Date, the Seller shall use its commercially reasonable efforts to take all actions necessary to (a) secure from each “disqualified individual” (within the meaning of Code Section 280G) who has a right to any payments and/or benefits or potential right to any payments and/or benefits under any Employee Benefit Plan or otherwise that would be deemed to constitute “parachute payments” (within the meaning of Code Section 280G) a waiver, subject to the approval described in clause (b), of such Person’s rights to such parachute payments (the “Waived 280G Benefits”) and (b) solicit the approval of the relevant security holders entitled to vote of the Waived 280G Benefits, to the extent necessary to comply with the shareholder vote requirements contained in Section 280G(b)(5) of the Code and the applicable regulations promulgated thereunder (the “280G Shareholder Vote”). In connection with the foregoing, Buyer shall, no later than three seven (37) Business Days prior to the Closing Date, each provide the Seller with all information and documents (or applicable portions or summaries thereof in form reasonably acceptable to the Seller) necessary to allow the Seller to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by Buyer or any of the Glass Parties shall submit to a stockholder voteits Affiliates (“Buyer Payments”), in a manner together with all other payments and benefits that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) of such Glass Party that executed any required waiver or consent individual may be entitled to receive all or a portion of payments (or other benefits) contingent on the consummation of the Transactions retain that are treated as being “contingent” (within the meaning of Code Section 280G(b)(2)(A)(i280G) on the Transaction, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code) . Prior to the extent necessary so thatClosing Date, upon stockholder approval, no payment received by such “disqualified individual” the Seller shall be deliver to Buyer evidence that a “parachute payment” under Section 280G(b) vote of the Code (determined without regard relevant security holders entitled to Section 280G(b)(4) of the Code). Such vote shall establish each such disqualified individual’s right to the payment or other compensation that, absent waiver and stockholder approval was solicited in accordance with the foregoing provisions of this Section 6.14 and that either (i) the requisite number of stockholder votes was obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (ii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits have not been and shall not be made or provided. If the 280G Shareholder Vote fails to achieve the requisite approval in respect of any disqualified individual, the Code, could constitute a “parachute payment” under Section 280G(bSeller shall 968037.12 provide to Buyer the name of such disqualified individual(s) of the Codeand amounts waived, and each of the Glass Parties no amount so waived shall use commercially reasonable efforts to obtain any required waivers or consents from the disqualified individuals of such Glass Party prior to the vote. In addition, each of the Glass Parties shall provide adequate disclosure to their respective stockholders that hold voting capital stock of all material facts concerning all payments be paid to any such disqualified individual that, but for such vote, could be deemed a “parachute payment” under Section 280G of the Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and Treasury Regulations promulgated thereunder. At least five (5) Business Days prior to the vote, Solstice and its counsel shall be given the right to review and comment on all documents required to be delivered to each of the Glass Parties’ respective stockholders in connection with such vote and any required disqualified individual waivers or consents (or a form thereof), and each of the Glass Parties shall reflect all reasonable comments of Solstice thereon to the extent provided within three (3) Business Days following the receipt by Solstice or its counsel of such document, waiver, or consent, as applicable. Prior to soliciting the vote, each of the Glass Parties shall provide to Solstice and its counsel copies of all waivers or consents executed by the disqualified individuals of such Glass Party in connection with the vote, and promptly following the vote, Solstice and its counsel shall be provided copies of all documents executed by each of the Glass Parties’ respective stockholders in connection with the voteindividual. For the avoidance of doubt, if(i) none of the Seller, absent any action under Group Company or any of their respective Affiliates shall be in breach or violation of this Section 6.206.14 if it cannot obtain a parachute payment waiver from one or more disqualified individuals and (ii) no specific outcome of the 280G Shareholder Vote is required or is otherwise a condition to the consummation of the Transaction. Notwithstanding anything to the contrary in this Section 6.14 or otherwise in this Agreement, no payment to the extent Buyer has provided misinformation, or Buyer’s omission of information has resulted in misinformation, with respect to any disqualified individual of a Glass Party would constitute a “parachute payment” under Section 280G(b) Buyer Payments, there shall be no breach of the Code, representation contained in Section 4.14(e) or the covenant contained herein but only to the extent caused by such Glass Party will have no obligations to take any actions pursuant to this Section 6.20omission or misinformation.

280G Vote. Not less than three (3) Business Days prior Prior to the Closing Date, each of the Glass Parties 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 the Treasury Regulations regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) of such Glass Party that executed any required waiver or consent to receive any and all or a portion of payments (or other benefits) contingent on the consummation of the Transactions transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that, upon stockholder approval, 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 each such the disqualified individual’s right to the payment or other compensation that, absent waiver and stockholder approval in accordance with Section 280G of the Code, could constitute a “parachute payment” under Section 280G(b) of the Codecompensation, and each of the Glass Parties Company shall use commercially reasonable efforts to obtain any required waivers or consents from the disqualified individuals of such Glass Party individual prior to the vote. In addition, each of the Glass Parties Company shall provide adequate disclosure to their respective the stockholders that hold voting capital stock of the Company of all material facts concerning all payments to any such disqualified individual that, but for such vote, could be deemed a “parachute paymentpayments” under Section 280G of the Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and Treasury Regulations regulations promulgated thereunder. At least five (5) Business Days prior to the vote, Solstice The Buyer and its counsel shall be given the right to review and comment on all documents required to be delivered to each the stockholders of the Glass Parties’ respective stockholders Company in connection with such vote and any required disqualified individual waivers or consents (or a form thereof)consents, and each of the Glass Parties Company shall reflect all reasonable comments of Solstice thereon to the extent provided within three (3) Business Days following the receipt by Solstice or its counsel of such document, waiver, or consent, as applicableBuyer thereon. Prior to soliciting the vote, each of the Glass Parties shall provide to Solstice and its counsel copies of all waivers or consents executed by the disqualified individuals of such Glass Party in connection with the vote, and promptly following the vote, Solstice The Buyer and its counsel shall be provided copies of all documents executed by each of the Glass Parties’ respective stockholders and disqualified individuals in connection with the vote. For the avoidance of doubt, if, absent any action under this Section 6.20, no payment to any disqualified individual of a Glass Party would constitute a “parachute payment” under Section 280G(b) of the Code, such Glass Party will have no obligations to take any actions pursuant to this Section 6.20.

280G Vote. Not less than three If any Person who is a “disqualified individual” (3within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated thereunder) Business Days with respect to the Company or any of its Subsidiaries may receive any payment(s) or benefit(s) that could constitute “parachute payments” under Section 280G of the Code in connection with the transactions contemplated by this Agreement, then, to avoid the imposition of Taxes under Section 4999 of the Code or the loss of a deduction to the Company or any of its Subsidiaries under Section 280G of the Code, in each case with respect to any payment or benefit arising in connection with the transactions contemplated by this Agreement, prior to the Closing DateClosing, the Company shall use commercially reasonable efforts to (a) secure and deliver to Purchaser from each such “disqualified individual” 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 Glass Parties Code and the regulations promulgated thereunder) an agreement waiving such disqualified individual’s rights to some or all of such payments and/or benefits (the “Waived 280G Benefits”) applicable to such disqualified individual so that all remaining payments and/or benefits applicable to such disqualified individual shall submit not be deemed to be “excess parachute payments” that would not be deductible under Section 280G of the Code (a stockholder vote“Parachute Payment Waiver”) and (b) as soon as reasonably practicable following the delivery of the Parachute Payment Waivers (if any) to Purchaser, the Company shall prepare and distribute to its limited partners a disclosure statement providing adequate disclosure of all potential parachute payments and benefits that may be received by such disqualified individual(s) and seek the approval of its limited partners in a manner that satisfies the stockholder approval requirements under complies with Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, Regulation Section 1.280G-1 of the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) of such Glass Party that who has executed any required waiver or consent a Parachute Payment Waiver to receive or retain his or her Waived 280G Benefits (the foregoing actions, a “280G Vote”). Purchaser shall provide to the Company in a timely manner all information and documents relating to compensation, if any, that Purchaser or a portion its Affiliates agree, or have agreed, to pay that should be taken into account in making determinations as to the application of payments (or other benefits) contingent on the consummation Sections 280G and 4999 of the Transactions (within Code and which are necessary for the meaning of Company to comply with Section 280G(b)(2)(A)(i280G(b)(5)(B) of the Code) . Prior to the extent necessary so thatClosing, upon stockholder approvalif a 280G Vote is required, no payment received by such “disqualified individual” the Company shall be deliver to Purchaser evidence reasonably satisfactory to Purchaser, (i) that 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 each such disqualified individual’s right to the payment or other compensation that, absent waiver and stockholder approval 280G Vote was solicited in accordance conformance with Section 280G of the Code, could constitute a “parachute payment” under Section 280G(b) of and the Code, and each of the Glass Parties shall use commercially reasonable efforts requisite limited partner approval was obtained with respect to obtain any required waivers or consents from the disqualified individuals of such Glass Party prior payments and/or benefits that were subject to the vote. In addition, each of Company limited partner vote (the Glass Parties shall provide adequate disclosure to their respective stockholders that hold voting capital stock of all material facts concerning all payments to any such disqualified individual that, but for such vote, could be deemed a “parachute payment” under Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to the Parachute Payment Waiver, such “parachute payments” shall not be made or provided. The form of the Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of Parachute Payment Waiver, the Code and Treasury Regulations promulgated thereunder. At least five (5) Business Days prior disclosure statement, any other materials to be submitted to the vote, Solstice and its counsel shall be given the right to review and comment on all documents required to be delivered to each of the Glass Parties’ respective stockholders in connection with such vote and any required disqualified individual waivers or consents (or a form thereof), and each of the Glass Parties shall reflect all reasonable comments of Solstice thereon to the extent provided within three (3) Business Days following the receipt by Solstice or its counsel of such document, waiver, or consent, as applicable. Prior to soliciting the vote, each of the Glass Parties shall provide to Solstice and its counsel copies of all waivers or consents executed by the disqualified individuals of such Glass Party Company’s shareholders in connection with the vote, Section 280G Approval and promptly following the vote, Solstice and its counsel calculations related to the foregoing shall be provided copies of all documents executed subject to advance review and approval by each of the Glass Parties’ respective stockholders in connection with the vote. For the avoidance of doubtPurchaser, if, absent any action under this Section 6.20, no payment to any disqualified individual of a Glass Party would constitute a “parachute payment” under Section 280G(b) of the Code, such Glass Party will have no obligations to take any actions pursuant to this Section 6.20which approval shall not be unreasonably withheld.

280G Vote. Not less than three (3) Business Days prior Before the Closing Date and to the Closing Dateextent a determination is reasonably made by the Company, each Blocker or their Affiliates that any payment obligation of the Glass Parties Sellers, the Company, Blocker or an Affiliate thereof could constitute “parachute payments” pursuant to Section 280G of the Code, the Sellers shall submit to a stockholder vote, solicit the requisite vote in a manner that satisfies the stockholder approval requirements under Section accordance with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations applicable regulations promulgated thereunderthereunder (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, the right of if any “disqualified individual” (as defined in within the meaning of Section 280G(c) of the Code) of such Glass Party that executed any required waiver with respect to the Company, Blocker or consent their Affiliates has the right to receive all or a portion of payments (or other benefits) contingent on the consummation of the Transactions that could constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that, upon stockholder approval, 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)(4280G(b)(2)(A) of the Code). Such vote , the Sellers or the Company shall establish use commercially reasonable efforts to request from each such disqualified individual’s Person a waiver of the right to a portion of the payment 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 compensation thatdocuments relating to the 280G Vote, absent waiver and stockholder approval the Sellers shall incorporate in accordance 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, could constitute a “parachute payment” under Section 280G(b) of any payments or benefits granted or contemplated therein provided that, in any event, the CodeCompany’s failure to include the Buyer Arrangements in the stockholder voting materials described herein, and each for any reason, will not result in a breach of the Glass Parties shall use commercially reasonable efforts to obtain any required waivers or consents from the disqualified individuals of such Glass Party prior to the votecovenants set forth in this Section 5.15(a). In addition, each of no event shall the Glass Parties shall provide adequate disclosure to their respective stockholders that hold voting capital stock of all material facts concerning all payments to any such disqualified individual that, but for such vote, could Sellers or the Company be deemed a “parachute payment” under Section 280G in breach of the Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and Treasury Regulations promulgated thereunder. At least five (5) Business Days prior to the vote, Solstice and its counsel shall be given the right to review and comment on all documents required to be delivered to each of the Glass Parties’ respective stockholders in connection with such vote and any required disqualified individual waivers or consents (or a form thereof), and each of the Glass Parties shall reflect all reasonable comments of Solstice thereon to the extent provided within three (3) Business Days following the receipt by Solstice or its counsel of such document, waiver, or consent, as applicable. Prior to soliciting the vote, each of the Glass Parties shall provide to Solstice and its counsel copies of all waivers or consents executed by the disqualified individuals of such Glass Party in connection with the vote, and promptly following the vote, Solstice and its counsel shall be provided copies of all documents executed by each of the Glass Parties’ respective stockholders in connection with the vote. For the avoidance of doubt, if, absent any action under this Section 6.20, no payment to 5.15(a) if any disqualified individual of refuses to execute a Glass Party would constitute a “parachute payment” under Section 280G(b) of waiver or the Code, such Glass Party will have no obligations to take any actions pursuant to this Section 6.20stockholder vote is not obtained.

280G Vote. Not less than three At least five days prior to the Closing, the Company shall (3i) 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, each the Company shall not be required to include such New Arrangements in the determination of the Glass Parties 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 the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) of such Glass Party that executed any required waiver or consent to receive all or a portion of payments (or other benefits) contingent on the consummation of the Transactions (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that, upon stockholder approval, 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 each such disqualified individual’s right to the payment or other compensation that, absent waiver and stockholder approval in accordance with Section Waived 280G of the Code, could constitute a “parachute payment” under Section 280G(b) of the Code, and each of the Glass Parties shall use commercially reasonable efforts to obtain any required waivers or consents from the disqualified individuals of such Glass Party prior to the voteBenefits. In addition, each of no event shall the Glass Parties shall provide adequate disclosure to their respective stockholders that hold voting capital stock of all material facts concerning all payments to any such disqualified individual that, but for such vote, could Company or Seller be deemed a “parachute payment” under Section 280G of the Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and Treasury Regulations promulgated thereunder. At least five (5) Business Days prior to the vote, Solstice and its counsel shall be given the right to review and comment on all documents required to be delivered to each in breach of the Glass Parties’ respective stockholders in connection with such vote and any required disqualified individual waivers or consents (or a form thereof), and each of the Glass Parties shall reflect all reasonable comments of Solstice thereon to the extent provided within three (3) Business Days following the receipt by Solstice or its counsel of such document, waiver, or consent, as applicable. Prior to soliciting the vote, each of the Glass Parties shall provide to Solstice and its counsel copies of all waivers or consents executed by the disqualified individuals of such Glass Party in connection with the vote, and promptly following the vote, Solstice and its counsel shall be provided copies of all documents executed by each of the Glass Parties’ respective stockholders in connection with the vote. For the avoidance of doubt, if, absent any action under this Section 6.20, no payment to 7.14 as a result of (a) any disqualified individual of refusing to execute a Glass Party would constitute a “parachute payment” under Section 280G(bwaiver, (b) of Purchaser’s failure to timely deliver all relevant information regarding any New Arrangements or (c) the Code, such Glass Party will have no obligations to take any actions pursuant to this Section 6.20Shareholder Approval not being obtained.

280G Vote. Not less than three With respect to any payment and/or benefit that could reasonably be expected to be deemed a “parachute payment” (3as defined in Section 280G(b)(2) Business Days prior of the Code, but determined without regard to Section 280G(b)(4) and 280G(b)(5) of the Code) with respect to any Precoat Subsidiary payable to any individual who is or could reasonably be expected to be, as of the Closing Date, each of the Glass Parties 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 the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code), Seller or the relevant Precoat Subsidiary shall have used commercially reasonable efforts to (i) of such Glass Party that executed any required waiver or consent to receive all or a portion of payments submit for approval no later than three (or other benefits3) contingent on the consummation of the Transactions (within the meaning of Section 280G(b)(2)(A)(i) of the Code) Business Days prior to the extent necessary so that, upon stockholder approval, no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code Closing Date (determined without regard to Section 280G(b)(4) of the Code). Such vote shall establish each such disqualified individual’s right pursuant to the payment or other compensation that, absent waiver and stockholder approval method provided for in accordance with the treasury regulations issued under Section 280G of the Code, could constitute a “) any such parachute payment” under Section 280G(bpayments and (ii) obtain waivers of any excess parachute payment (as described below) from each such disqualified individual who would reasonably be expected to receive any such payments and/or benefits in advance of such approval. Prior to delivery to the Code, applicable stockholders of Seller or the relevant Precoat Subsidiary and each of the Glass Parties shall use commercially reasonable efforts to obtain any required waivers or consents from the disqualified individuals of such Glass Party prior to documents in connection with the vote. In additionstockholder approval contemplated under this section, each of Seller will provide the Glass Parties shall provide adequate disclosure to their respective stockholders that hold voting capital stock of all material facts concerning all payments to Buyer and its counsel with a reasonable opportunity (but in any such disqualified individual that, but for such vote, could be deemed a “parachute payment” under Section 280G of the Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Code and Treasury Regulations promulgated thereunder. At least event no less than five (5) Business Days prior to the votesuch delivery), Solstice and its counsel shall be given the right to review and reasonably comment on all documents required to be delivered to each the stockholders of Seller or the Glass Parties’ respective stockholders in connection with such vote relevant Precoat Subsidiary and any required disqualified individual waivers or consents (or a form thereof), and each of the Glass Parties shall reflect all reasonable comments of Solstice thereon to the extent provided within three (3) Business Days following the receipt by Solstice or its counsel of such document, waiver, or consent, as applicable. Prior to soliciting the vote, each of the Glass Parties shall provide to Solstice and its counsel copies of all waivers or consents executed by the disqualified individuals of such Glass Party in connection with the voteapproval, and shall consider in good faith all reasonable comments thereon. Buyer shall provide to Seller, no less than fifteen (15) days prior to the Closing Date (or if entered into after such date, promptly following after such arrangements have been executed by the voteparties thereto), Solstice any arrangements entered into at the direction of Buyer or between Buyer and its counsel Affiliates, on the one hand, and a disqualified individual, on the other hand (“Buyer Arrangements”) and Seller and Buyer shall cooperate in good faith with respect to calculating the value of such arrangements, provided, however, that if such Buyer Arrangements are not provided or are provided to Seller fewer than fifteen (15) days prior to the Closing Date, compliance with the remainder of this paragraph shall be provided copies of all documents executed by each of the Glass Parties’ respective stockholders in connection with the vote. For the avoidance of doubt, if, absent any action under this Section 6.20, no payment to any disqualified individual of a Glass Party would constitute a “parachute payment” under Section 280G(b) of the Code, determined as if such Glass Party will have no obligations to take any actions pursuant to this Section 6.20Buyer Arrangements had not been entered into.