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.
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280G Vote. At least five days prior Before the Closing Date and to the Closingextent a determination is reasonably made by the Company, Blocker or their Affiliates that any payment obligation of the Sellers, the Company 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 (ithe “280G Vote”) seek from each Person who has a right with respect to any payments and/or benefits 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 hereby 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 waiver 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 Person’s rights documents. Notwithstanding the foregoing, to some the extent that any contract, agreement, or all plan is entered into by Buyer, the surviving corporation or any of such payments and/or benefits their Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Waived 280G BenefitsBuyer Arrangements”) applicable ), the Buyer shall provide all information reasonably necessary to such Person so that all remaining allow the Sellers and the Company to determine whether any payments and/or benefits applicable to such Person shall not be deemed made or to be “excess parachute payments” that would not made or benefits granted or to be deductible under 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 and (ii) seek the approval of its stockholders in a manner that complies with Section 280G(b)(5)(BCode) of the Code and Treasury Regulation Section 1.280G-1any payments or benefits granted or contemplated therein provided that, which shall include adequate written disclosure to all stockholders prior to such vote, of in 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 Dateevent, the Company shall not be required Company’s failure to include such New the Buyer Arrangements in the determination stockholder voting materials described herein, for any reason, will not result in a breach of the Waived 280G Benefitscovenants set forth in this Section 5.15(a). In no event shall the Sellers or the Company or Seller be deemed to be in breach of this Section 7.14 as a result of (a5.15(a) if any disqualified individual refusing refuses to execute a waiver, (b) Purchaser’s failure to timely deliver all relevant information regarding any New Arrangements waiver or (c) the Shareholder Approval stockholder vote is not being obtained.
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280G Vote. At least five days prior to the Closing, the Company shall Not less than three (i3) 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 of the Company Glass Parties shall not 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 include such New Arrangements in the determination be delivered to each of the Waived 280G BenefitsGlass 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. In no event 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 Company or Seller disqualified individuals of such Glass Party in connection with the vote, and promptly following the vote, Solstice and its counsel shall be deemed to be provided copies of all documents executed by each of the Glass Parties’ respective stockholders in breach connection with the vote. For the avoidance of doubt, if, absent any action under this Section 7.14 as a result of (a) 6.20, no payment to any disqualified individual refusing of a Glass Party would constitute a “parachute payment” under Section 280G(b) of the Code, such Glass Party will have no obligations to execute a waiver, (b) Purchaser’s failure take any actions pursuant to timely deliver all relevant information regarding any New Arrangements or (c) the Shareholder Approval not being obtainedthis Section 6.20.
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280G Vote. At least five days Prior to the Closing, to the extent the right of any “disqualified individual” (as defined in Treasury Regulation Section 1.280G-1) with respect to the Company (each, a “Disqualified Individual”) to receive any payments from Seller or its Affiliates (including the Company and its Subsidiaries with respect to any rights to payments granted by such entity 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 a “parachute paymentspayment” (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)(B280G(b)(2)(A)(i) of the Code and Treasury Regulation Section 1.280G-1any regulations promulgated thereunder, which the Company shall include adequate written disclosure take all necessary actions (including obtaining any required waivers or consents (to all stockholders the extent not obtained prior to the date hereof) from any Disqualified Individual to waive such voteDisqualified Individual’s right to the portion of such payment that would constitute an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code) to submit such payments, to the extent that they constitute an “excess parachute payment”, to a vote in accordance with the requirements of Section 280G(b)(5)(B)(ii) of the Code and any such Waived 280G Benefits (the “Shareholder Approval”)regulations promulgated thereunder. The Company shall have delivered forward to Purchaser complete Buyer prior to submission copies of all disclosure and other related documents that will be provided to prepared by the Persons entitled to vote Company in connection with the Shareholder Approval at least five (5) days prior to distribution to the Persons entitled to vote this Section 5.15 and shall consider in good faith all incorporate any reasonable comments that are made by Buyer. To the extent that the content of Purchaser thereon. If Purchaser desires any documents submitted in accordance with the immediately preceding sentence cause such vote to have included in fail to meet the Waived 280G Benefits any new compensation arrangements entered into by or at the direction requirements of Purchaser that could be deemed parachute payments with respect to any disqualified individuals Section 280G(b)(5)(B)(ii) of the Company Code and its Subsidiaries (“New Arrangements”)any regulations promulgated thereunder, Purchaser such failure shall deliver not constitute a violation of this covenant; provided that such documents have been approved by Buyer following disclosure to the Company Buyer of all relevant information (and any reasonable comments made by Buyer with respect such documents have been accepted by the Company) prior 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 obtainedsubmission.
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Samples: Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
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 Prior to the Closing Date, the Company shall not 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 the stockholders of the Company 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. The Buyer and its counsel shall be given the right to review and comment on all documents required to include such New Arrangements in be delivered to the determination stockholders of the Waived 280G Benefits. In no event shall Company in connection with such vote and any required disqualified individual waivers or consents, and the Company or Seller shall reflect all reasonable comments of the Buyer thereon. The Buyer and its counsel shall be deemed to be provided copies of all documents executed by the stockholders and disqualified individuals 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) connection with the Shareholder Approval not being obtainedvote.
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280G Vote. At least five days If any Person who is a “disqualified individual” (within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated thereunder) 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, the Company shall use commercially reasonable efforts to (ia) seek secure and deliver to Purchaser from each Person 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 Code and the regulations promulgated thereunder) a waiver of an agreement waiving such Persondisqualified individual’s rights to some or all of such payments and/or benefits (the “Waived 280G Benefits”) applicable to such Person disqualified individual so that all remaining payments and/or benefits applicable to such Person disqualified individual shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G of the Code (a “Parachute Payment Waiver”) and (iib) 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 stockholders limited partners 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, 1.280G-1 of the right of any such “disqualified individual” (as defined in Section 280G(c) of the Code) who has executed a Parachute Payment Waiver to receive or retain his or her Waived 280G Benefits (the foregoing actions, a “Shareholder Approval280G Vote”). The Purchaser shall provide to the Company in a timely manner all information and documents relating to compensation, if any, that Purchaser or its Affiliates agree, or have agreed, to pay that should be taken into account in making determinations as to the application of Sections 280G and 4999 of the Code and which are necessary for the Company to comply with Section 280G(b)(5)(B) of the Code. Prior to the Closing, if a 280G Vote is required, the Company shall have delivered deliver to Purchaser complete copies evidence reasonably satisfactory to Purchaser, (i) that a 280G Vote was solicited in conformance with Section 280G of all disclosure the Code, and other related documents the requisite limited partner approval was obtained with respect to any payments and/or benefits that will be provided were subject to the Persons entitled Company limited partner vote (the “Section 280G Approval”) or (ii) that the Section 280G Approval was not obtained and as a consequence, pursuant to vote the Parachute Payment Waiver, such “parachute payments” shall not be made or provided. The form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Company’s shareholders in connection with the Shareholder Section 280G Approval at least five (5) days prior to distribution and the calculations related to the Persons entitled foregoing shall be subject to vote advance review 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 approval 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, 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 which approval 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 obtainedunreasonably withheld.
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280G Vote. At least five days prior Prior to the ClosingEffective 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” (ias defined in Section 280G(c) seek from each Person who has a right of the Code) to receive any and all payments and/or benefits as a result (or other benefits) contingent on the consummation of or in connection with the transactions contemplated hereby that would constitute “parachute payments” by this Agreement (within the meaning of Section 280G 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 regulations promulgated thereunder) a waiver 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 Person’s rights to some or all of disqualified individual that, but for 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 vote, could 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 satisfies Section 280G(b)(5)(B280G(b)(5)(B)(ii) 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”)regulations promulgated thereunder. The Company Parent and its counsel shall have the right to review and comment on all documents required to be delivered to Purchaser complete 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 disclosure vote documents executed by the stockholders 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 obtainedindividuals.
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280G Vote. At least five days prior Prior to the ClosingClosing Date, the Company Seller shall use its commercially reasonable efforts to take all actions necessary to (ia) seek secure from each Person “disqualified individual” (within the meaning of Code Section 280G) who has a right to any payments and/or benefits as a result of or in connection with the transactions contemplated hereby 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 of the Code and the regulations promulgated thereunderG) a waiver waiver, subject to the approval described in clause (b), of such Person’s rights to some or all of such parachute 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 (iib) seek solicit the approval of its stockholders 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 a manner that complies with Section 280G(b)(5)(B280G(b)(5) 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 applicable regulations promulgated thereunder (the “280G Shareholder ApprovalVote”). 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 In connection with the Shareholder Approval at least five foregoing, Buyer shall, no later than seven (57) 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, provide the Company 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 its Affiliates (“Buyer Payments”), together with all other payments and benefits that any disqualified individual may be entitled to receive or retain that are treated as being “contingent” (within the meaning of Code Section 280G) 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 Closing Date, the Seller shall not be required deliver to include such New Arrangements Buyer evidence that a vote of the relevant security holders entitled to vote was solicited in accordance with the determination 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 BenefitsBenefits (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. In If the 280G Shareholder Vote fails to achieve the requisite approval in respect of any disqualified individual, the Seller shall 968037.12 provide to Buyer the name of such disqualified individual(s) and amounts waived, and no event amount so waived shall be paid to any such disqualified individual. For the avoidance of doubt, (i) none of the Seller, any Group Company or Seller be deemed to any of their respective Affiliates shall be in breach or violation of this Section 7.14 as 6.14 if it cannot obtain a result parachute payment waiver from one or more disqualified individuals and (ii) no specific outcome of (athe 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, to the extent Buyer has provided misinformation, or Buyer’s omission of information has resulted in misinformation, with respect to any Buyer Payments, there shall be no breach of the representation contained in Section 4.14(e) any disqualified individual refusing or the covenant contained herein but only to execute a waiver, (b) Purchaser’s failure to timely deliver all relevant information regarding any New Arrangements the extent caused by such omission or (c) the Shareholder Approval not being obtainedmisinformation.
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280G Vote. At least five days With respect to any payment and/or benefit that could reasonably be expected to be deemed a “parachute payment” (as defined in Section 280G(b)(2) 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, a “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) submit for approval no later than three (3) Business Days prior to the Closing, Closing Date (pursuant to the Company shall (i) seek from each Person who has a right to any payments and/or benefits as a result of or method provided for in connection with the transactions contemplated hereby that would constitute “parachute payments” (within the meaning of Section 280G of the Code and the treasury 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 issued under Section 280G of the Code Code) any such parachute payments 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, obtain waivers of any excess parachute payment (as described below) from each such Waived 280G Benefits (the “Shareholder Approval”)disqualified individual who would reasonably be expected to receive any such payments and/or benefits in advance of such approval. The Company shall have delivered Prior to Purchaser complete copies of all disclosure and other related documents that will be provided delivery to the Persons entitled to vote applicable stockholders of Seller or the relevant Precoat Subsidiary and disqualified individuals of documents in connection with the Shareholder Approval at least stockholder approval contemplated under this section, Seller will provide the Buyer and its counsel with a reasonable opportunity (but in any event no less than five (5) days Business Days prior to distribution such delivery), to review and reasonably comment on all documents to be delivered to the Persons entitled to vote stockholders of Seller or the relevant Precoat Subsidiary and disqualified individuals in connection with the approval, and shall consider in good faith all reasonable comments of Purchaser thereon. If Purchaser desires Buyer shall provide to Seller, no less than fifteen (15) days prior to the Closing Date (or if entered into after such date, promptly after such arrangements have included in been executed by the Waived 280G Benefits parties thereto), any new compensation arrangements entered into by or at the direction of Purchaser that could be deemed parachute payments Buyer or between Buyer and its 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 any disqualified individuals calculating the value of the Company and its Subsidiaries such arrangements, provided, however, that if such Buyer Arrangements are not provided or are provided to Seller fewer than fifteen (“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 15) days prior to the Closing Date, compliance with 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 remainder of this Section 7.14 paragraph shall be determined 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 if such Buyer Arrangements or (c) the Shareholder Approval had not being obtainedbeen entered into.
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