280G Waivers. Each Person who is reasonably likely to receive any payments and/or benefits referred to in Section 4.8(e) hereof shall have executed and delivered to the Company a 280G Waiver, each in the form attached hereto as Exhibit D (a “280G Waiver”), and such 280G Waiver shall be in effect immediately prior to the Stockholder vote contemplated by Section 4.7.
280G Waivers. The 280G Waiver of each Person who might receive any payments or benefits that Parent determines may, separately or in the aggregate, constitute “parachute payments” under Section 280G of the Code shall be in effect immediately prior to the date of solicitation of the 280G Approval.
280G Waivers. Each Person who may receive any payments and/or benefits that would be characterized as a “parachute payment” within the meaning of Section 280G(b)(1) of the Code has executed and delivered to Parent a waiver document that is mutually agreed upon by the Company and Parent.
280G Waivers. If a 280G Vote is required under Section 5.9 hereof, the Company shall have delivered to Parent (i) a Parachute Payment Waiver from each Person that 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) evidence satisfactory to Parent that either (i) the 280G Vote required pursuant to Section 5.9 was solicited in conformity with Section 280G(b)(5)(B) of the Code and the Section 280G Approval was obtained with respect to any payments and/or benefits that were subject to the 280G Vote or (ii) the Section 280G Approval was not obtained and as a consequence, that the Waived Parachute Payments shall not be made or provided, pursuant to the Parachute Payment Waivers which were executed by the Disqualified Individuals in accordance with Section 5.9.
280G Waivers. NPC will cause NPC International to submit for approval in a manner that satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations, any Excess Parachute Payments specified in the 280G Waivers, as each such terms are hereafter defined, in order for such Excess Parachute Payments specified in such 280G Waivers not to be deemed parachute payments under Section 280G of the Code and, in the absence of the requisite stockholder approval, none of the Excess Parachute Payments specified in such 280G Waivers shall be paid. NPC will cause NPC International to use commercially reasonably efforts to obtain waivers of the right to receive any Excess Parachute Payments (those waivers that are obtained, the “280G Waivers”) from any Person who, pursuant to any agreement, is entitled to payment of any amount or the provision of any benefit that would result separately or in the aggregate in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code (any such amount an “Excess Parachute Payment”). NPC will cause NPC International to forward to Purchaser, prior to submission to the NPC International’s direct and indirect stockholders and at least three days prior to Closing, for Purchaser’s review and commercially reasonable comment, copies of all documents (including, without limitation, supporting calculation and analysis) prepared by NPC International in connection with this Section 8.10.
280G Waivers. Each Person who might receive any payments and/or benefits referred to in Section5.2(b) hereof has executed and delivered to the Company a 280G Waiver, substantially in the form attached hereto as Exhibit D (a “280G Waiver”).
280G Waivers. Each Person who might receive any payments and/or benefits referred to in Section 6.7(b)(iii) hereof shall have executed and delivered to the Company a 280G Waiver and such 280G Waiver shall be in effect immediately prior to the Effective Time.
280G Waivers. The 280G Waiver executed in accordance with Section 5.10 shall be in effect immediately prior to the date of solicitation of the 280G Approval.
280G Waivers. The Company shall obtain prior to the Effective Time a waiver of the right to receive payments that could constitute “parachute payments” under Section 280G of the Code and regulations promulgated thereunder in a form reasonably acceptable to Parent, from each Person whom the Company believes might otherwise receive, have received or have the right or entitlement to receive any parachute payment under Section 280G of the Code. The Company shall deliver each such parachute payment waiver to Parent on or before the Closing Date. The Company shall use its reasonable best efforts to obtain the approval by such number of shareholders of the Company as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits provided pursuant to contracts or arrangements that, in the absence of the executed parachute payment waivers by the affected Persons above, might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval to be obtained in a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations.
280G Waivers. Each Person who might receive any payments and/or benefits that Parent determines may, separately or in the aggregate, constitute “parachute payments” under Section 280G of the Code shall have executed and delivered to the Company a 280G waiver agreement substantially in the form attached hereto as Exhibit E (the “280G Waiver”), by which such Person agrees to waive any right or entitlement to the payments and/or benefits referred to in Section 5.7(b)(ii) hereof, unless the requisite stockholder approval of those payments and/or benefits are obtained pursuant to Section 5.7(b)(ii) hereof, and such 280G Waiver shall be in effect immediately prior to the Effective Time.
