Common use of 280G Waivers Clause in Contracts

280G Waivers. If a 280G Vote is required under Section 5.11 hereof, the Company shall have delivered to Parent (i) a Parachute Payment Waiver from each Disqualified Individual from whom the Company obtained a Parachute Payment Waiver and (ii) evidence satisfactory to Parent that the 280G Vote required pursuant to Section 5.11 was solicited in conformity with Section 280G(b)(5)(B) of the Code and either (i) 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 to the Disqualified Individuals who provided a Parachute Payment Waiver shall not be made or provided, pursuant to the Parachute Payment Waivers.

280G Waivers. If a 280G Vote is required under Section 5.11 5.9 hereof, the Company shall have delivered to Parent (i) a Parachute Payment Waiver from each Disqualified Individual from whom Person that is eligible to receive a payment that may constitute a “parachute payment” under Section 280G of the Company obtained a Parachute Payment Waiver Code prior to soliciting the Section 280G Approval and (ii) evidence satisfactory to Parent that either (i) the 280G Vote required pursuant to Section 5.11 5.9 was solicited in conformity with Section 280G(b)(5)(B) of the Code and either (i) 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 to the Disqualified Individuals who provided a Parachute Payment Waiver shall not be made or provided, pursuant to the Parachute Payment WaiversWaivers which were executed by the Disqualified Individuals in accordance with Section 5.9.

280G Waivers. If a 280G Vote is required under Section 5.11 5.12 hereof, the Company shall have delivered to Parent (i) a Parachute Payment Waiver from each Disqualified Individual from whom Person that is eligible to receive a payment that may constitute a “parachute payment” under Section 280G of the Company obtained a Parachute Payment Waiver Code prior to soliciting the Section 280G Approval and (ii) evidence satisfactory to Parent that either (i) the 280G Vote required pursuant to Section 5.11 5.12 was solicited in conformity with Section 280G(b)(5)(B) of the Code and either (i) 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 to the Disqualified Individuals who provided a Parachute Payment Waiver shall not be made or provided, pursuant to the Parachute Payment WaiversWaivers which were executed by the Disqualified Individuals in accordance with Section 5.12.

280G Waivers. If a 280G Vote is required under Section 5.11 hereof, the Company shall have delivered to Parent (i) a Parachute Payment Waiver from each Disqualified Individual from whom Person that is eligible to receive a payment that may constitute a “parachute payment” under Section 280G of the Company obtained a Parachute Payment Waiver Code prior to soliciting the Section 280G Approval and (ii) evidence satisfactory to Parent that the 280G Vote required pursuant to Section 5.11 was solicited in conformity with Section 280G(b)(5)(B) of the Code and either (i) 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 to the Disqualified Individuals who provided a Parachute Payment Waiver shall not be made or provided, pursuant to the Parachute Payment WaiversWaivers which were executed by the Disqualified Individuals in accordance with Section 5.11.