Common use of 280G Clause in Contracts

280G. Prior to the Closing, the Company shall use commercially reasonable efforts to: (a) obtain from each “disqualified individual” (within the meaning of Section 280G(c) of the Code) who has a right to any payments and/or benefits as a result of or in connection with the transactions contemplated hereby that would be deemed to constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder (“Section 280G”)) a waiver of such individual’s rights to some or all of such payments and/or benefits (the “Waived Section 280G Payments”) applicable to such individual so that all remaining payments and/or benefits applicable to such individual shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G, and (b) submit to its equityholders for approval, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and regulations thereunder, the Waived Section 280G Payments, such that, if such equityholder approval is obtained, the deduction of such payments and/or benefits will not be limited by the application of Section 280G. Prior to the Closing, the Company shall inform Buyer that either (x) the requisite Company equityholder approval was obtained with respect to the Waived Section 280G Payments, or (y) the Company equityholder approval of the Waived Section 280G Payments was not obtained and that, as a consequence, such Waived Section 280G Payments shall not be made or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approval, the Company shall provide to Buyer for its reasonable review and approval copies of all documents prepared in connection with this Section 5.7, including the parachute payment calculations prepared by the Company and/or its advisors.

280G. Prior to the Closing, the Company shall use commercially reasonable efforts to: (a) obtain from each If any Person who is a “disqualified individual” (within the meaning of Section 280G(c) of the Code) who has a right to any payments and/or benefits as a result of or in connection with the transactions contemplated hereby that would be deemed to constitute “parachute payments” (within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated thereunder (“Section 280G”)​ thereunder) a waiver of such individual’s rights with respect to some any Target Company may receive any payment(s) or all of such benefit(s) that could constitute parachute payments and/or benefits (the “Waived under Section 280G Paymentsof the Code in connection with the Contemplated Transactions, then: (a) the Target Companies shall seek and use commercially reasonable efforts to obtain a waiver from each such “disqualified individual” (a “Parachute Payment Waiver”) applicable to such individual so that all remaining payments and/or benefits applicable to such individual shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G, ); and (b) the Target Companies shall prepare and distribute to its equityholders a disclosure statement describing all potential parachute payments and benefits that may be received by such disqualified individual(s) that execute a Parachute Payment Waiver and shall submit such payments to its equityholders for approval, in each case, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and Department of Treasury regulations promulgated thereunder, the Waived Section 280G Payments, such that, if such equityholder approval is obtainedapproved by the requisite majority of the equityholders, the deduction of such payments and/or and benefits will shall not be limited by deemed to be “parachute payments” under Section 280G of the application of Section 280G. Code (the foregoing actions, a “280G Vote”). Prior to the Closing, if a 280G Vote is required, the Company Target Companies shall inform deliver to Buyer evidence reasonably satisfactory to Buyer, (i) that either (x) a 280G Vote was solicited in conformance with Section 280G of the Code, and the requisite Company equityholder approval was obtained with respect to any payments and/or benefits that were subject to the Waived Target Companies equityholder vote (the “Section 280G Payments, Approval”) or (yii) that the Company equityholder approval of the Waived Section 280G Payments Approval was not obtained and that, as a consequence, pursuant to the Parachute Payment Waiver, such Waived Section 280G Payments “parachute payments” shall not be made or provided. Prior to submission The form of the Waived Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Target Companies; equityholders in connection with the Section 280G Payments Approval and the calculations related to the foregoing (the “Section 280G Soliciting Materials”) shall be subject to a minimum of three business days (the “Review Period”) by Buyer, which approval shall not be unreasonably withheld. To the extent Buyer (or its equityholders Affiliates) enters into any arrangements that would otherwise qualify as parachute payments, such arrangements shall be disregarded for approval, purposes herein unless the Company shall provide Target Companies are provided with a written description (including all material terms and valuations) by Buyer prior to Buyer for its reasonable review and approval copies the end of all documents prepared in connection with this Section 5.7, including the parachute payment calculations prepared by the Company and/or its advisors.Review Period. ​

280G. Prior To the extent the Company determines that any payment resulting from the transactions contemplated under this Agreement is reasonably likely, without regard to the Closingmeasures described in this Section 6.13, to payments that are not deductible under Section 280G of the Code, the Company following provisions shall use commercially reasonable efforts to: apply: (a) obtain The Company shall seek and deliver to Buyer, prior to the initiation of the 280G Approval (as defined below), a waiver (a “Parachute Payment Waiver”) from each “disqualified individual” Person who, with respect to any Company Entity and any Company Entity affiliated group member (within the meaning of as defined under Section 280G(c280G(d)(5) of the Code) who has ), is a right to any payments and/or benefits as a result of or in connection with the transactions contemplated hereby that would be deemed to constitute “parachute paymentsdisqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder thereunder), as determined immediately prior to the initiation of the 280G Approval (as defined below), and who might otherwise receive, have received, or have the right or entitlement to receive any “Section 280G”)) a waiver parachute payment” (within the meaning of such individual’s rights to some or all of such payments and/or benefits (the “Waived Section 280G Payments”of the Code and the regulations promulgated thereunder) as a result of the transactions contemplated under this Agreement. Pursuant to the Parachute Payment Waiver each such Person will agree that, unless the 280G Approval has been obtained in a manner which satisfies all applicable to such individual so that all remaining payments and/or benefits applicable to such individual shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G, and (b) submit to its equityholders for approval, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and regulations promulgated thereunder, to waive any and all right or entitlement to receive or retain the Waived payments, acceleration of vesting and/or other benefits that could otherwise constitute “parachute payments” to the extent the aggregate present value thereof exceeds three times such Person’s “base amount” less $1, determined in accordance with Section 280G Paymentsof the Code and the regulations promulgated thereunder. (b) At least two (2) Business Days prior to the Closing Date, the Company shall submit to shareholders of the relevant Company Entity or Company Entity affiliated group member (as defined under Section 280G(d)(5) of the Code) for a vote of all such waived payments in a manner such that, if such equityholder approval vote is obtainedadopted by the shareholders in a manner which satisfies 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 (including, without limitation, to the extent applicable, the deduction requirement that a separate vote of the holders of equity interests of certain “entity shareholder” occur), no payment or benefit received by such payments and/or benefits will not “disqualified individual” would be limited by the application a “parachute payment” for purposes of Section 280G. Prior 280G of the Code (the “280G Approval”). The taking of any such vote to obtain the 280G Approval, including all materials and information that are provided to the Closingmembers in connection with such vote, shall have complied with applicable laws and prior to the Closing Date, the Company shall inform deliver to Buyer evidence that such vote was solicited in accordance with the foregoing provisions of this Section 6.13 and that either (xi) the requisite Company equityholder approval was obtained with respect to the Waived Section 280G PaymentsApproval was obtained, or (yii) the Company equityholder approval of the Waived Section 280G Payments Approval was not obtained obtained, and that, as a consequence, such Waived Section 280G Payments the parachute payments subject to the Parachute Payment Waivers shall not be made or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approval, the . (c) The Company shall provide the Buyer with the opportunity to Buyer for its reasonable review review, comment on, and approval copies approve all aspects of all documents prepared any documentation required to be provided in connection accordance with this Section 5.76.13 and shall provide such documentation to the Buyer at least (3) Business Days prior to its submission to the disqualified individuals or shareholders, including as applicable. The Company shall revise any such documentation to incorporate all reasonable comments of the parachute payment calculations prepared by Buyer prior to the Company and/or its advisorsdelivery of such documentation to the disqualified individuals or shareholders, as applicable.

280G. Prior to the Closing, the Company shall use commercially reasonable best efforts to: to (a) obtain an executed waiver from each Person who is a “disqualified individual” (within the meaning of as defined in Section 280G(c) 280G of the Code) who has a right to of that portion of any payments and/or or economic benefits as a result of received or payable to such Person that could, individually or in connection with the transactions contemplated hereby that would be deemed to aggregate, constitute “parachute payments” (within the meaning of as defined in Section 280G 280G(b) of the Code and the regulations promulgated thereunder (“Section 280G”)Code) a waiver of such individual’s rights to some or all of such payments and/or benefits (the “Waived Section 280G PaymentsBenefits”) applicable to such individual so that all remaining payments and/or benefits applicable to such individual shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G, and (b) submit to solicit the approval of its equityholders for approvalof any Waived 280G Benefits, in accordance a manner that complies with the requirements of Section Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the applicable rulings and regulations Treasury Regulations thereunder. The Company shall forward to Parent at least three (3) days prior to distribution to the intended recipients, the Waived Section 280G Payments, such that, if such equityholder approval is obtained, the deduction copies of such payments and/or benefits will not be limited all documents prepared by the application Company in connection with this Section 5.8 (including supporting analysis and calculations, form of Section 280G. waiver agreement, equityholder consent and disclosure statement) for Parent’s review and comment, and the Company shall incorporate all reasonable comments received from Parent on such documents prior to the distribution to the intended recipients. Prior to the Closing, the Company shall inform Buyer deliver to Parent evidence of the results of such vote. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that either (x) the requisite Company if such equityholder approval was obtained is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. For the avoidance of doubt, with respect to the Waived Section 280G Paymentsany Parent Arrangement (defined as any arrangement agreed upon or entered into by, or (yat the direction of, Parent and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) of which the Company equityholder approval of is aware prior to the Waived Section 280G Payments was not obtained and that, as a consequence, such Waived Section 280G Payments shall not be made or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approvalClosing Date, the Company shall provide cooperate with Parent in good faith to Buyer calculate or determine the value (for its reasonable review purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code, and approval copies of all documents prepared in connection with this Section 5.7incorporate such Parent Arrangements (defined as any arrangement agreed upon or entered into by, including or at the parachute payment calculations prepared by the Company direction of, Parent and/or its advisorsAffiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) into its calculations and 280G equityholder approval process described above.

280G. At least ten (10) Business Days prior to the Closing, the Company will use reasonable best efforts to obtain, from each Person to whom any payment or benefit is required or proposed to be made that could constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) a written agreement waiving such Person’s right to receive or retain some or all of such payment or benefit (the “Waived Benefit”) so that all remaining payments or benefits applicable to such Person shall not be deemed to be a “parachute payment” that would not be deductible under Section 280G of the Code. As soon as practicable thereafter but in any event at least three (3) Business Days prior to the Closing, the Company shall submit for the approval of the stockholders of the Company entitled to vote on such matter, all payments and benefits that have been conditioned on the receipt of such approval (along with adequate disclosure intended to satisfy the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder). At least five (5) Business Days prior to soliciting such waivers and approval described herein, the Company shall provide its analyses, supporting documentation and drafts of such waivers, disclosure and approval materials to Acquiror for its review and comment, which comments shall be considered by the Company in good faith. Prior to the Closing, the Company shall use commercially reasonable efforts to: (a) obtain from each “disqualified individual” (within the meaning deliver to Acquiror evidence reasonably acceptable to Acquiror that a vote of Section 280G(c) holders of the Code) who has a right to any payments and/or benefits as a result equity interests of or the Company was solicited in connection accordance with the transactions contemplated hereby that would be deemed to constitute “parachute payments” (within the meaning requirements of Section 280G of the Code and the regulations promulgated thereunder foregoing provisions of this Section 6.7 and that either (“Section 280G”)i) a waiver the requisite number of such individual’s rights to some or all votes approving the Waived Benefit was obtained from the holders of such payments and/or benefits the equity interests of the Company (the “Waived Section 280G PaymentsApproval”) applicable to such individual so that all remaining payments and/or benefits applicable to such individual shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G, and or (bii) submit to its equityholders for approval, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and regulations thereunder, the Waived Section 280G Payments, such that, if such equityholder approval is Approval was not obtained, the deduction of such payments and/or benefits will not be limited by the application of Section 280G. Prior to the Closing, the Company shall inform Buyer that either (x) the requisite Company equityholder approval was obtained with respect to the Waived Section 280G Payments, or (y) the Company equityholder approval of the Waived Section 280G Payments was not obtained and thatand, as a consequenceresult, such no Waived Section 280G Payments Benefit shall not be made or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approval, the Company shall provide to Buyer for its reasonable review and approval copies of all documents prepared in connection with this Section 5.7, including the parachute payment calculations prepared by the Company and/or its advisors.or

280G. No later than five (5) Business Days prior to the Closing, the Company will (i) submit to all Persons entitled to vote (as determined in accordance with the Treasury Regulations under Code Section 280G (the “280G Vote”)) the material facts (the “280G Disclosure”) concerning all payments and benefits that the Company (after consultation with Buyer following provision to Buyer of the Company’s calculations and supporting documentation) reasonably believes, in the absence of shareholder approval of such payments and benefits, could be “excess parachute payments” within the meaning of Code Section 280G(b)(1) (“Potential Parachute Payments”), in accordance with Code Section 280G(b)(5)(B), and (ii) solicit the approval and consent of all such Persons with respect to the Potential Parachute Payments. Prior to the Closing280G Vote, the Company shall use commercially reasonable efforts to: (a) obtain from to cause each “disqualified individual” (within the meaning of as defined in Section 280G(c) of the Code) who has a right might receive any Potential Parachute Payments to any payments and/or benefits as a result of execute and deliver to the Company an agreement to waive his or in connection with her Potential Parachute Payments unless the transactions contemplated hereby that would be deemed to constitute “parachute payments” (within the meaning of Section 280G shareholders of the Code and the regulations promulgated thereunder (“Section 280G”)) a waiver of such individual’s rights to some or all of Company approve such payments and/or benefits (the “Waived Section 280G Payments”) applicable to such individual so that all remaining payments and/or benefits applicable to such individual shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G, and (b) submit to its equityholders for approval, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and regulations thereunder, the Waived Section promulgated thereunder (a “280G PaymentsWaiver”), and such that, if such equityholder approval is obtained, the deduction of such payments and/or benefits will not 280G Waiver shall continue to be limited by the application of Section 280G. Prior in effect immediately prior to the Closing. Any Potential Parachute Payments for which the requisite shareholder approval under Code Section 280G(b)(5)(B) was not obtained shall, in accordance with the 280G Waivers entered into by the affected individuals, not be paid or provided for in any manner. The Company agrees to provide Buyer written drafts of the 280G Waiver, the 280G Disclosure, and other documents for the 280G Vote in advance of delivering such documents to the disqualified individuals and the Company’s shareholders, as applicable, and allow Buyer a reasonable opportunity to provide reasonable comments on such documents and the Company shall inform Buyer that either (x) incorporate any such reasonable comments into the requisite Company equityholder approval was obtained with respect to the Waived Section 280G Payments, or (y) the Company equityholder approval of the Waived Section 280G Payments was not obtained and that, as a consequence, such Waived Section 280G Payments shall not be made or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approval, the Company shall provide to Buyer for its reasonable review and approval copies of all documents prepared in connection with this Section 5.7, including the parachute payment calculations prepared by the Company and/or its advisorsdocuments.

280G. Prior to No later than the Closingtwelfth (12th) day following the date of this Agreement, the Company shall use commercially reasonable efforts to: (a) obtain from each “disqualified individual” (within the meaning of Section 280G(c) a waiver of the Code) who has a right to any receive payments and/or benefits as a result of or in connection with the transactions contemplated hereby that would be deemed to could constitute “parachute payments” under Section 280G of the Code and regulations promulgated thereunder (a “Parachute Payment Waiver”) from each Person whom the Company and/or Parent reasonably believes is, with respect to the Company and its Subsidiaries, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder (“thereunder) and whom the Company and/or Parent believes might otherwise receive, have received, or have the right or entitlement to receive any parachute payment under Section 280G”G of the Code, and the Company shall deliver each such Parachute Payment Waiver to Parent on or before the Closing. No later than the fifteenth (15th) day after the date of this Agreement, the Company shall hold a meeting of its stockholders to vote upon the 280G Shareholder Vote (as defined below); provided that the Company may, at the time during such meeting, adjourn such meeting to another date and time for any reason. 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) a waiver of such individual’s rights the Code so as to some or render the parachute payment provisions of Section 280G of the Code inapplicable to any and all of such payments and/or benefits (provided pursuant to contracts or arrangements that, in the “Waived Section 280G Payments”) applicable to such individual so that all remaining payments absence of the executed Parachute Payment Waivers by the affected Persons herein, might otherwise result, separately or in the aggregate, in the payment of any amount and/or benefits applicable to such individual shall not be deemed to be “excess parachute payments” the provision of any benefit that would not be deductible under by reason of Section 280GG of the Code, and (b) submit with such stockholder approval to its equityholders for approval, be obtained in accordance with the a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the applicable rulings and regulations Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations (the Waived Section “280G Payments, such that, if such equityholder approval is obtained, the deduction of such payments and/or benefits will not be limited by the application of Section 280G. Prior Shareholder Vote”). The Company shall forward to Parent at least seven (7) days prior to the Closing, date on which the Company shall inform Buyer that either (x) intends to obtain the requisite Company equityholder approval was obtained with respect Parachute Payment Waivers, and allow Parent to review and comment upon, prior to submission to the Waived Section 280G Payments, or (y) the Company equityholder approval shareholders of the Waived Section 280G Payments was not obtained and thatCompany, as a consequence, such Waived Section 280G Payments shall not be made or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approval, the Company shall provide to Buyer for its reasonable review and approval copies of all documents (including any 280G analysis) prepared in connection for purposes of complying with this provision and shall consider any such comments in good faith. The Company shall require such vote with respect to approval be received at least one day prior to Closing and use its reasonable best efforts to collect all votes by such date. For purposes of this Section 5.76.9, including if the parachute payment calculations prepared by last day of any such time period set forth herein is a non-Business Day, the Company and/or its advisorsperiod shall end on the next succeeding Business Day.

280G. Prior to the ClosingFirst Closing Date, the Company Parent shall use commercially reasonable best efforts to: (a) obtain from to cause each applicable Acquired Company and Total Care Entity to submit and recommend for approval to a stockholder vote the right of any Person who is a “disqualified individual” (within the meaning of as defined in Section 280G(c) of the Code) who has of the applicable Acquired Company and Total Care Entity (a right “Disqualified Individual”) to receive or retain, as applicable, any payments and/or and benefits as a result of or in connection with the transactions contemplated hereby that would may be deemed to constitute considered “parachute payments” (within the meaning of Section 280G 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G”)) a waiver of such individual’s rights to some or all of such payments and/or benefits (the “Waived Section 280G Parachute Payments”) applicable to such individual the extent necessary so that all remaining payments and/or benefits applicable to no payment received by such individual shall not Disqualified Individual would be deemed to be an “excess parachute paymentspayment” that would not be deductible under Section 280G, and 280G(b) of the Code (bdetermined without regard to Section 280G(b)(4) submit to its equityholders for approvalof the Code), in accordance with a manner that satisfies the stockholder approval requirements of under Section 280G(b)(5)(B) of the Code and the applicable rulings and regulations thereunderTreasury Regulations promulgated thereunder (such vote, the Waived Section “280G Payments, such that, if such equityholder approval is obtained, the deduction of such payments and/or benefits will not be limited by the application of Section 280G. Vote”). Prior to obtaining the Closing280G Vote, the Company shall inform Buyer that either and at least one (x1) the requisite Company equityholder approval was obtained with respect week prior to the Waived Section First Closing Date, Parent shall provide Buyer with a draft of all material documents related to the 280G PaymentsVote, including any disclosure documents and “disqualified individual” waivers and Buyer shall provide Parent with all information and documents reasonably necessary to allow Parent to determine whether any payments made or (y) the Company equityholder approval of the Waived Section 280G Payments was not obtained and that, as a consequence, such Waived Section 280G Payments shall not to be made or providedbenefits granted or to be granted pursuant to any employment agreement or Contract entered into or negotiated by Buyer or any of its Affiliates, together with all other Parachute Payments could reasonably be considered to be Parachute Payments. Prior Parent shall cause each applicable Acquired Company and Total Care Entity to submission of the Waived Section 280G Payments to its equityholders for approval, the Company shall provide to Buyer for its incorporate into such documents any reasonable review and approval copies of all documents prepared in connection with this Section 5.7, including the parachute payment calculations prepared comments that are timely provided by the Company and/or its advisorsBuyer.

280G. Prior to the Closing(a) If necessary, the Company shall use its commercially reasonable best efforts to: to solicit, prior to the initiation of the requisite stockholder approval procedure under the immediately following clause (a) obtain b), a Parachute Payment Waiver (the “Parachute Payment Waiver”), from each Person who the Company reasonably believes could be, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G(c) of the Code) who has a right to any payments and/or benefits as a result of or in connection with the transactions contemplated hereby that would be deemed to constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder (“thereunder), and who might otherwise have received, receive or have the right or entitlement to receive a Section 280G”G Payment (as defined below), to the extent the value thereof equals or exceeds three times such Person’s “base amount” determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the 280G Stockholder Approval (as defined below) is obtained pursuant to the immediately following clause (b). (b) If necessary, prior to the Closing, the Company shall submit to the Company stockholders, for approval by such Company stockholders holding the number of shares of stock required by the terms of Section 280G(b)(5)(B) of the Code, a waiver written consent in favor of such individual’s rights a proposal to some or render the parachute payment provisions of Section 280G of the Code and the regulations thereunder inapplicable to all of such payments and/or benefits (the “Waived Section 280G Payments”) applicable . “Section 280G Payments” means any payments or benefits that might reasonably be expected to result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that causes the payments or benefits to not be deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the Code. If necessary, prior to delivery of documents to the stockholders in connection with the stockholder approval contemplated by this paragraph the Company shall provide Parent, Xxxxxxx and their counsel with a reasonable opportunity to review and approve all documents to be delivered to the stockholders in connection with such individual so that all remaining payments and/or benefits applicable to stockholder approval, which such individual approval shall not be deemed to unreasonably withheld, conditioned or delayed. Any such stockholder approval shall be “excess parachute payments” that would not be deductible under Section 280G, and (b) submit to its equityholders for approval, sought by the Company in accordance with the a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and regulations Treasury Regulations thereunder. If necessary, the Waived Section 280G Payments, such that, if such equityholder approval is obtained, the deduction of such payments and/or benefits will not be limited by the application of Section 280G. Prior prior to the Closing, the Company shall inform Buyer deliver to Xxxxxxx and Parent confirmation that either (xi) a vote of the holders of Company Common Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite Company equityholder stockholder approval was obtained with respect to any payments and benefits that were subject to the Waived Section stockholder vote (the “280G PaymentsStockholder Approval”) or (ii) that the 280G Stockholder Approval was not obtained; provided, however, that the parties agree that this Section 4.9 shall not be breached or deemed breached by reason of (x) the refusal of any disqualified individual to execute a waiver or (y) the Company equityholder approval value of any arrangement entered into by or at the Waived Section 280G Payments was not obtained and thatdirection of Parent, as a consequence, such Waived Section 280G Payments shall not be made Xxxxxxx or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approval, the Company shall provide to Buyer for its reasonable review and approval copies of all documents prepared in connection with this Section 5.7, including the parachute payment calculations prepared by the Company and/or its advisorsor their Affiliates.

280G. Prior to the Closing, to the Company shall use commercially reasonable efforts to: (a) obtain from each extent that any “disqualified individual” (within the meaning of Section 280G(c280G) of has the Code) who has a right to receive or retain any payments and/or or benefits as a result of or in connection with the transactions contemplated hereby by this Agreement that reasonably would be deemed expected to constitute “parachute payments” (within the meaning of Section 280G of G), the Code Company will (a) solicit and use reasonable best efforts to obtain, from each such person whom the regulations promulgated thereunder (Company reasonably believes is a “Section 280G”)) disqualified individual,” a waiver of all or a portion of such disqualified individual’s rights or potential rights to some or all of any such payments and/or or benefits (the “Waived Section 280G PaymentsBenefits”) applicable to ), such individual so that all none of the remaining payments and/or or benefits applicable to such disqualified individual shall not would be deemed to be “excess parachute payments” that would not be deductible under pursuant to Section 280G, and (b) thereafter, with respect to each disqualified individual who executes the waiver described in clause (a), submit for approval the right of any such disqualified individual to its equityholders for approvalreceive or retain the Waived 280G Benefits to a vote of the holders of the applicable voting securities of the Company entitled to vote on such matters (the “Voting Security Holders”), in accordance with the manner intended to satisfy the requirements of under Section 280G(b)(5)(B280G(b)(5) of the Code and the applicable rulings regulations and regulations guidance promulgated thereunder. Prior to soliciting the waivers of the Waived 280G Benefits, the Waived Section 280G PaymentsCompany shall provide to Purchaser copies of the calculations and drafts of the waivers, such thatdisclosure and other approval materials for Purchaser’s review and comment. To the extent that any Contract, if such equityholder approval agreement, plan or arrangement is obtainedplanned to be entered into by, or at the direction of, the deduction Company or any of such payments and/or benefits will not be limited by the application of Section 280G. Prior its Affiliates and a disqualified individual at or prior to the Closing, the Company shall inform Buyer provide a copy of such draft Contract, agreement, plan or arrangement to Purchaser at least five (5) Business Days before the Closing Date for review and comment, and such Parties will cooperate in good faith in order to agree on such terms, if applicable. To the extent applicable, at Closing, the Company will deliver to Purchaser evidence reasonably satisfactory to Purchaser that a vote of the applicable Voting Security Holders was solicited in accordance with the foregoing provisions of this Section 7.2 and that either (xi) the requisite Company equityholder approval number of votes of the Voting Security Holders was obtained with respect to the Waived Section 280G Payments, Benefits (the “280G Approval”) or (yii) the Company equityholder approval of the Waived Section 280G Payments Approval was not obtained and that, as a consequence, such Waived Section 280G Payments shall not be made or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approval, the Company shall provide to Buyer for its reasonable review and approval copies of all documents prepared in connection with this Section 5.7, including the parachute payment calculations prepared by the Company and/or its advisorsobtained.

280G. Prior to As expeditiously as possible following the Closingdate hereof, the Company shall use commercially reasonable efforts to: Group Entities will provide to Buyer calculations (aand all relevant backup materials) obtain from each “disqualified individual” (within with respect to the meaning amount of Section 280G(c) of the Code) who has a right to any payments and/or and benefits as a result of which have been, will or may be received in connection with the transactions contemplated hereby that would by this Agreement (or which may be deemed under the applicable regulations to have been received in connection with such transactions) and which could constitute “parachute payments” (within subject to the meaning of restriction on deductions imposed under Section 280G of the Code and the regulations Treasury Regulations promulgated thereunder, which calculations shall be subject to Buyer’s approval. Prior to the Closing, the Company Group Entities shall use commercially reasonable efforts to obtain, prior to the initiation of the stockholder approval procedure described below in this Section 6.10, from each Person to whom any payment or benefit will or could be made that could constitute “parachute payments” under Section 280G(b)(2) of the Code and Treasury Regulations promulgated thereunder (“Section 280GG Payments”)) , a waiver of written agreement waiving such individualPerson’s rights right to receive some or all of such payments and/or benefits payment or benefit (the “Waived Section 280G PaymentsBenefits”) applicable ), to such individual the extent necessary so that all remaining payments and/or and benefits applicable to such individual Person shall not be deemed a parachute payment subject to be “excess parachute payments” that would not be deductible under the deduction restrictions imposed by Section 280GG of the Code, and (baccepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company Group Entities in a manner that complies with Section 280G(b)(5)(B) submit of the Code and the Treasury Regulations promogulated thereunder. Prior to the Closing, the Company Group Entities shall use its equityholders for approval, commercially reasonable efforts to obtain the approval by such number of stockholders of the Company Group Entities in accordance a manner that complies with the requirements terms of Section 280G(b)(5)(B) of the Code and the applicable rulings and regulations Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations, of the Waived right of each Person described in this Section 280G Payments6.10 who has executed the waiver described therein to receive or retain, as applicable, such that, if such equityholder Person’s Waived Benefits. The Company Group Entities shall provide Buyer for its review and approval is obtained, the deduction of such payments and/or benefits will not be limited by the application of Section 280G. Prior to the Closing, the Company shall inform Buyer that either (x) the requisite Company equityholder approval was obtained with respect to the Waived Section 280G Payments, or (y) the Company equityholder approval of the Waived Section 280G Payments was not obtained and that, as a consequence, such Waived Section 280G Payments which shall not be made unreasonably withheld or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approval, the Company shall provide to Buyer for its reasonable review and approval delayed) advance copies of all documents prepared and communications by which it intends to seek the waiver and approvals described in connection with this Section 5.7, including 6.10 and shall promptly provide Buyer with copies of any executed waivers and evidence of the parachute payment calculations prepared stockholder approval contemplated by the Company and/or its advisorsthis Section 6.10.

280G. Prior To the extent necessary to avoid the application of Section 280G of the Code and the Treasury regulations thereunder, no later than five (5) Business Days prior to the ClosingClosing Date, the Company TWG shall use commercially reasonable best efforts to: to (ai) obtain waivers (in form and substance reasonably satisfactory to Purchaser) from each “disqualified individual” (within the meaning of Section 280G(c) of the Code) Person who has a right to any payments and/or benefits as a result of or in connection with the transactions contemplated hereby by this Agreement that would reasonably be deemed expected to constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder (“Section 280G”)) a waiver of as to which such individual’s Person waives his or her rights to some or all of such payments and/or benefits (the “Waived Section 280G PaymentsBenefits”) applicable to such individual Person so that all remaining payments and/or benefits applicable to such individual Person shall not be deemed to be “excess parachute payments” that would not be deductible under (within the meaning of Section 280GG of the Code), and (bii) submit following the execution of the waivers described in clause (i), solicit the approval of the shareholders of TWG who are entitled to its equityholders for approval, in accordance with vote of any Waived 280G Benefits pursuant to a vote intended to meet the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and Treasury regulations thereunder, the Waived in a manner and with a disclosure document that shall be in form and substance reasonably satisfactory to Purchaser. At least five (5) Business Days prior to obtaining any waiver or soliciting shareholder approval, TWG shall provide Purchaser with copies of all Section 280G-related documents, including any Section 280G Payments, such that, if such equityholder approval is obtainedanalysis prepared by TWG, the deduction of such payments and/or benefits will shareholder disclosure document, waivers and shareholder consents, for Purchaser’s review and approval (which approval shall not be limited unreasonably withheld, conditioned or delayed) and shall consider all reasonable comments made thereto by the application of Section 280G. Purchaser. Prior to the ClosingClosing Date, TWG shall deliver to Purchaser evidence that a vote of the Company shall inform Buyer shareholders of TWG who are entitled to vote was solicited in accordance with the foregoing provisions of this Section 5.26 and that either (xA) the requisite Company equityholder approval was number of votes were obtained with respect to the Waived 280G Benefits (the “Section 280G PaymentsApproval”), or (yB) that the Company equityholder approval of the Waived Section 280G Payments Approval was not obtained and thatobtained, and, as a consequence, such the Waived Section 280G Payments Benefits shall not be made or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approval, the Company shall provide to Buyer for its reasonable review and approval copies of all documents prepared in connection with this Section 5.7, including the parachute payment calculations prepared by the Company and/or its advisors.

280G. Prior to the ClosingEffective Time, the Company will (i) submit to all Persons entitled to vote (as determined in accordance with the Treasury Regulations under Code Section 280G (the “280G Vote”)) the material facts (the “280G Disclosure”) concerning all payments and benefits that the Company (after consultation with Buyer) reasonably believes, in the absence of shareholder approval of such payments and benefits, could be “excess parachute payments” within the meaning of Code Section 280G(b)(1) (“Potential Parachute Payments”), in accordance with Code Section 280G(b)(5)(B), and (ii) solicit the approval and consent of all such Persons with respect to the Potential Parachute Payments. Prior to the 280G Vote, the Company shall use commercially reasonable efforts to: (a) obtain from to cause each “disqualified individual” (within the meaning of as defined in Section 280G(c) of the Code) who has a right might receive any Potential Parachute Payments to any payments and/or benefits as a result of execute and deliver to the Company an agreement to waive his or in connection with her Potential Parachute Payments unless the transactions contemplated hereby that would be deemed to constitute “parachute payments” (within the meaning of Section 280G shareholders of the Code and the regulations promulgated thereunder (“Section 280G”)) a waiver of such individual’s rights to some or all of Company approve such payments and/or benefits (the “Waived Section 280G Payments”) applicable to such individual so that all remaining payments and/or benefits applicable to such individual shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G, and (b) submit to its equityholders for approval, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and regulations thereunder, the Waived Section promulgated thereunder (a “280G PaymentsWaiver”), and such that, if such equityholder approval is obtained, the deduction of such payments and/or benefits will not 280G Waiver shall continue to be limited by the application of Section 280G. Prior in effect immediately prior to the Closing. Any Potential Parachute Payments for which the requisite shareholder approval under Code Section 280G(b)(5)(B) was not obtained shall, in accordance with the 280G Waivers entered into by the affected individuals, not be paid or provided for in any manner. The Company agrees to provide Buyer written drafts of the 280G Waiver, the 280G Disclosure, and other documents for the 280G Vote in advance of delivering such documents to the disqualified individuals and the Company’s shareholders, as applicable, and allow Buyer a reasonable opportunity to provide reasonable comments on such documents and the Company shall inform Buyer that either (x) incorporate any such reasonable comments into the requisite Company equityholder approval was obtained with respect to the Waived Section 280G Payments, or (y) the Company equityholder approval of the Waived Section 280G Payments was not obtained and that, as a consequence, such Waived Section 280G Payments shall not be made or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approval, the Company shall provide to Buyer for its reasonable review and approval copies of all documents prepared in connection with this Section 5.7, including the parachute payment calculations prepared by the Company and/or its advisorsdocuments.

280G. Prior to the Closing, the The Company shall (i) use commercially reasonable efforts to: (a) obtain to solicit a waiver from each “disqualified individual” (within the meaning of Section 280G(c) 280G of the Code) who has a right to any that shall provide that, if the requisite shareholder approval under Section 280G(b)(5)(B) of the Code is not obtained, no payments and/or or benefits as a result of that would separately or in connection with the transactions contemplated hereby that would be deemed to aggregate constitute “excess parachute payments” (within the meaning of Section 280G of the Code and Code) with respect to such disqualified individual in the regulations promulgated thereunder (“Section 280G”)) a waiver absence of such individual’s rights shareholder approval shall be payable to some or all of retained by such payments and/or benefits (disqualified individual to the “Waived Section 280G Payments”) applicable to extent such individual so that all remaining payments and/or benefits applicable to such individual shall not be deemed to be “excess parachute payments” that payments would not be deductible by reason of the application of Section 280G of the Code or would result in the imposition of excise Taxes under Section 280G4999 of the Code upon such disqualified individual, and (bii) submit deliver to its equityholders for approval, in accordance with the requirements of Company’s shareholders a disclosure statement that satisfies the disclosure obligations under Section 280G(b)(5)(B) of the Code and solicit the applicable rulings and regulations thereunder, approval of the Waived Company’s shareholders under Section 280G Payments280G(b)(5)(B). No Target Company shall make any such waived excess parachute payments that are not so approved. The Company shall provide Purchaser with a copy of the form of such waiver, such thatdisclosure statement, if such equityholder approval is obtainedand the shareholder written consent for Purchaser’s reasonable review and approval, the deduction of such payments and/or benefits will which shall not be limited by unreasonably withheld, conditioned or delayed, no less than three (3) days prior to delivery to each such disqualified individual and the application of Section 280G. Prior Company’s shareholders, respectively. No later than fifteen (15) Business Days prior to the ClosingClosing Date, the Company shall inform Buyer that either (x) the requisite Company equityholder approval was obtained with respect to the Waived Section 280G Payments, or (y) the Company equityholder approval each “disqualified individual” of the Waived Section 280G Payments was not obtained and that, as a consequence, such Waived Section 280G Payments shall not be made or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approvalCompany, the Company shall provide to Buyer for its Purchaser a customary Section 280G analysis prepared by or on behalf of the Company that includes the Company’s good faith estimate of all payments and benefits that could be provided to such disqualified individual as a result of the transactions contemplated by this Agreement (alone or in combination with any other event) and such disqualified individual’s “base amount” as defined in Section 280G(b)(3) of the Code, which analysis will be subject to Purchaser’s reasonable review and comment to be provided to the Company no later than ten (10) Business Days prior to the Closing Date, which reasonable comments the Company shall consider in good faith (and the waivers and shareholder approval copies described in the first sentence of all documents prepared in connection with this Section 5.7, including the parachute payment calculations prepared 6.12 shall not be distributed or solicited until such reasonable comments have been provided by Purchaser to the Company and/or its advisorsor the Purchaser’s time period for providing such comments has elapsed).

280G. Prior If applicable, prior to the Closing, the Company Sellers shall, or shall cause its applicable Subsidiary or Affiliate to, (a) use commercially reasonable efforts to: to secure from any Person who (ai) obtain from each is a “disqualified individual” (within the meaning of as defined in Section 280G(c) 280G of the Code) who and (ii) has a right or potential right to any payments and/or benefits as a result of or in connection with the transactions contemplated hereby by this Agreement that would be deemed reasonably likely to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (within the meaning “Waived 280G Benefits”), and (b) for all such Persons who executed such waivers, submit the Waived 280G Benefits for shareholder approval, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. No later than five (5) Business Days before the Closing Date, Sellers shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall incorporate in good faith all of Parent’s reasonable comments. Prior to the Closing Date, Sellers shall deliver to Parent evidence reasonably satisfactory to Parent that (x) a shareholder vote approving the Waived 280G Benefits was received in conformance with Section 280G of the Code and the regulations promulgated thereunder (“Section 280G”)) a waiver of such individual’s rights to some or all of such payments and/or benefits (the “Waived Section 280G Payments”) applicable to such individual so that all remaining payments and/or benefits applicable to such individual shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G, and (b) submit to its equityholders for approval, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and regulations thereunder, the Waived Section 280G Payments, or (y) such that, if such equityholder requisite shareholder approval is obtained, the deduction of such payments and/or benefits will has not be limited by the application of Section 280G. Prior to the Closing, the Company shall inform Buyer that either (x) the requisite Company equityholder approval was been obtained with respect to the Waived Section 280G PaymentsBenefits, or (y) the Company equityholder approval of the Waived Section 280G Payments was not obtained and thatand, as a consequence, such the Waived 280G Benefits have not been and shall not be paid or provided. Notwithstanding the foregoing, to the extent that any Contract, agreement, term sheet, plan or other arrangement (whether written or unwritten) is entered into by Parent or any of its Affiliates and a “disqualified individual” (as defined in Section 280G Payments shall not be made or provided. Prior to submission of the Waived Code) in connection with the transactions contemplated by this Agreement prior to the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Contract, agreement, term sheet, plan or summary of such other arrangement to Sellers at least ten (10) Business Days before the Closing Date and shall cooperate with Sellers and their counsel in good faith in order to calculate or determine the value (for purposes of Section 280G Payments to its equityholders for approvalof the Code) of any payments or benefits granted or contemplated therein, the Company shall provide to Buyer for its reasonable review and approval copies of all documents prepared which may be paid, granted or provided in connection with the transactions contemplated by this Agreement that could constitute, individually or in the aggregate with any other payment or benefit, a “parachute payment” under Section 280G of the Code; provided that, in any event, Seller’s or its applicable Subsidiary’s or Affiliate’s failure to include the Parent Arrangements in the shareholder approval materials described herein due to Parent’s breach of its obligations set forth herein shall not result in a breach of this Section 5.7, including 6.15. In no event shall Sellers be deemed in breach of this Section 6.15 if any “disqualified individual” refuses to execute a waiver or the parachute payment calculations prepared by the Company and/or its advisorsshareholder vote is not obtained due to applicable shareholders not approving such Waived 280G Benefits.

280G. Prior to the Closing, the Company shall (a) use commercially reasonable efforts to: (a) obtain to secure from each “disqualified individual” (within the meaning of Section 280G(c) of the Code) person who has a right to any payments and/or benefits as a result of or in connection with the transactions contemplated hereby herein that would be deemed to constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder (“Section 280G”)thereunder) a waiver of such individualperson’s rights to some or all of such payments and/or benefits (the “Waived Section 280G PaymentsBenefits”) applicable to such individual person so that all remaining payments and/or benefits applicable to such individual person shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G, G of the Code and (b) submit seek the approval of its stockholders who are entitled to its equityholders for approval, vote in accordance a manner that complies with the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and regulations thereunderTreasury Regulation Section 1.280G-1, the which shall include adequate written disclosure to all stockholders who are entitled to vote prior to such vote, of any such Waived Section 280G Payments, such that, if such equityholder approval is obtained, the deduction of such payments and/or benefits will not be limited by the application of Section 280G. Prior Benefits. Within ten (10) Business Days prior to the Closing, the Company shall inform Buyer that either (x) the requisite Company equityholder approval was obtained with respect forward to the Waived Section 280G Payments, or (y) the Company equityholder approval of the Waived Section 280G Payments was not obtained and that, as a consequence, such Waived Section 280G Payments shall not be made or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approval, the Company shall provide to Buyer for its reasonable review and approval copies of all documents prepared in connection with this Section 5.7, including IIAC the parachute payment calculations prepared by the Company and/or its advisors. Additionally, at least five (5) Business Days prior to obtaining the Section 280G waivers, and prior to seeking such stockholder approval, the Company shall provide drafts of such waivers and such stockholder approval materials to IIAC for its review and comment and the Company shall consider IIAC’s comments thereon in good faith. Prior to the Closing, the Company shall deliver to IIAC evidence that a vote of the Company’s stockholders who are entitled to vote was solicited in accordance with the foregoing provisions of this Section 6.26. The Company shall not be required to fulfill the obligations of this Section 6.26 if, prior to the Closing, counsel for both the Company and IIAC agree and determine in writing that the Company obligations set forth in this Section 6.26 will not be required.

280G. Prior to the ClosingClosing Date, to the extent applicable, Seller will cause the Sold Company shall to (a) use commercially reasonable efforts to: to obtain a written waiver (aa “280G Waiver”) obtain from each individual who is, or could reasonably be expected to be, as of the Closing Date, a “disqualified individual” (within the meaning of as defined in Section 280G(c) of the Code) who has with respect to a right Group Company of the portion of any and all payments and benefits that could reasonably be deemed a “parachute payment” (as defined in Section 280G(b)(2) of the Code) and could result in the imposition of an excise tax on such individual pursuant to any payments and/or benefits as a result Section 4999 of or the Code (the “Waived Payments”) unless such Waived Payments are approved by the stockholders of the Sold Company in connection accordance with the transactions contemplated hereby that would be deemed to constitute “parachute payments” (within the meaning provisions of Section 280G of the Code and the regulations promulgated thereunder (“Section 280G”)) a waiver of such individual’s rights to some or all of such payments and/or benefits (the “Waived Section 280G Payments”) applicable to such individual so that all remaining payments and/or benefits applicable to such individual shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280Gthereunder, and (b) as soon as practicable following the Sold Company’s receipt of the 280G Waivers, submit to the Sold Company’s stockholders for a vote whether to approve the right of any such disqualified individual who executed a 280G Waiver to receive such disqualified individual’s respective Waived Payments in a manner designed to cause the Waived Payments to be exempt from the definition of “parachute payment” by reason of the exemption provided under Section 280G(b)(5)(B) of the Code. In the event that a Group Company enters into any arrangements at the direction of Buyer or between Buyer and its equityholders Subsidiaries, on the one hand, and a disqualified individual, on the other hand (“Buyer Arrangements”) and Buyer provides to Seller, no less than ten (10) Business Days prior to the Closing, a written description of any Buyer Arrangements and cooperates with Seller in good faith in order to determine the value for approvalpurposes of Section 280G of the Code of such Buyer Arrangements, Seller shall include such description and value(s) in any materials disclosed to the stockholders of the Sold Company in connection with soliciting approval in accordance with this Section 5.07. Prior to delivery to the requirements stockholders and disqualified individuals of the proposed 280G Waivers and other documents in connection with the stockholder approval contemplated by this Section 5.07, but no later than ten (10) days prior to Closing, the Sold Company will provide Buyer and its representatives with a reasonable opportunity to review and comment on such 280G Waivers and other documents to be delivered to the stockholders of the Sold Company and disqualified individuals in connection with the vote, and the Sold Company agrees to consider all Buyer comments in good faith and not to unreasonably omit such comments in the applicable documentation. At least one Business Day prior to the Closing Date, Seller shall deliver to Buyer written notice indicating that either (x) the stockholder vote was solicited in conformity with Section 280G(b)(5)(B) of the Code and the applicable rulings and final regulations thereunder, the Waived Section 280G Payments, such that, if such equityholder approval is obtained, the deduction of such payments and/or benefits will not be limited by the application of Section 280G. Prior to the Closing, the Company shall inform Buyer that either (x) thereunder and the requisite Company equityholder approval of stockholders entitled to vote was obtained with respect to the Waived Section 280G Paymentsparachute payments, or (y) the Company equityholder stockholder approval of the Waived Section 280G Payments parachute payments was not obtained and that, as a consequence, such no Waived Section 280G Payments shall not will be made paid or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approval, the Company shall provide to Buyer for its reasonable review and approval copies of all documents prepared in connection with this Section 5.7, including the parachute payment calculations prepared by the Company and/or its advisors.

280G. Prior To the extent necessary to avoid the application of Section 280G of the Code and the regulations thereunder, as soon as reasonably practicable following the date of this Agreement, but in no event later than three (3) Business Days prior to the ClosingClosing Date, the Company shall (a) use commercially reasonable best efforts to: to obtain waivers (ain form and substance reasonably satisfactory to Acquiror) obtain from each “disqualified individual” (within the meaning of Section 280G(c) of the Code) Person who has a right to any payments and/or benefits as a result of or in connection with the transactions contemplated hereby by this Agreement that would reasonably be deemed expected to constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder (“Section 280G”)) a waiver of as to which such individual’s Person waives his or her rights to some or all of such payments and/or benefits (the “Waived Section 280G PaymentsBenefits”) applicable to such individual Person so that all remaining payments and/or benefits applicable to such individual Person shall not be deemed to be “excess parachute payments” that would not be deductible under (within the meaning of Section 280GG of the Code), and (b) submit following the execution of the waivers described in clause (a), solicit the approval of the stockholders of Company of any Waived 280G Benefits pursuant to its equityholders for approval, in accordance with a vote intended to meet the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and regulations thereunder, the Waived Section 280G Payments, such that, if such equityholder approval is obtained, the deduction of such payments and/or benefits will not in a manner and with a disclosure document that shall be limited by the application of Section 280G. Prior in form and substance reasonably satisfactory to the ClosingAcquiror. At least two (2) Business Days prior to obtaining any waiver or soliciting stockholder approval, the Company shall inform Buyer provide Acquiror with copies of all Section 280G-related documents, if any, including, without limitation, any Section 280G analysis prepared by the Company, the stockholder disclosure document, waivers and stockholder consents, for Acquiror’s review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) and shall accept all reasonable comments made thereto by Acquiror. Prior to the Closing Date, if applicable, the Company shall deliver to Acquiror evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 5.6 and that either (xA) the requisite Company equityholder approval was number of votes were obtained with respect to the Waived 280G Benefits (the “Section 280G PaymentsApproval”), or (yB) that the Company equityholder approval of the Waived Section 280G Payments Approval was not obtained and thatobtained, and, as a consequence, such the Waived Section 280G Payments Benefits shall not be made or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approval, the Company shall provide to Buyer for its reasonable review and approval copies of all documents prepared in connection with this Section 5.7, including the parachute payment calculations prepared by the Company and/or its advisors.

280G. Prior to (i) To the Closingextent applicable, the Company shall use commercially reasonable efforts to: (a) obtain will seek to obtain, from each individual who would reasonably be expected to constitute a “disqualified individual” with respect to the Company (within the meaning of Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder) and who could reasonably be expected to receive “parachute payments” (within the meaning of Section 280G(c280G(b)(2) of the CodeCode and the applicable rulings and final regulations promulgated thereunder) who has (such payments, “Section 280G Payments”), a waiver of such individual’s right to receive or retain such portion (which may be all) of such Section 280G Payments as is necessary to ensure that such individual will not receive or retain any parachute payments and/or in excess of 2.99 times such individual’s “base amount” (within the meaning of Section 280G of the Code and the applicable rulings and final regulations promulgated thereunder) in the absence of the Shareholder approval contemplated herein. (ii) Prior to the Closing Date, the Company shall submit to its Shareholders for approval, in a manner meeting the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and final regulations promulgated thereunder, any and all payments or benefits as with respect to any disqualified individual that has executed a result of waiver pursuant to Section 7.1(b)(i) (including all such payments or benefits described in information that is provided by Acquiror pursuant to this Section 7.1(b)(ii)) and that, separately or in connection with the transactions contemplated hereby that would aggregate, could reasonably be deemed expected to constitute Section 280G Payments in the absence of such Shareholder approval, and the Shareholder vote on such approval (the “280G Vote”), such that no such Section 280G Payments will constitute “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder (“Section 280G”)) a waiver of such individual’s rights to some or all of such payments and/or benefits (the “Waived Section 280G Payments”) applicable to such individual so that all remaining payments and/or benefits applicable to such individual shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G, and (b) submit to its equityholders for approval, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and final regulations promulgated thereunder, the Waived Section 280G Payments, such that, if such equityholder approval is obtained, the deduction of such payments and/or benefits will not be limited by the application of Section 280G. Prior ). No later than five (5) Business Days prior to the Closinganticipated Closing Date, the Company shall inform Buyer that either (x) provide the requisite Company equityholder approval was obtained Acquiror with an accurate and complete list of all disqualified individuals with respect to the Waived Section 280G PaymentsCompany (each an “Identified Disqualified Individual”). No later than five (5) Business Days prior to the anticipated Closing Date, or (y) Acquiror shall provide the Company equityholder approval of with information reasonably necessary to allow the Waived Company 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 Acquiror or its Affiliates, together with any other relevant payments and benefits, would reasonably be expected to constitute Section 280G Payments was not obtained for any Identified Disqualified Individual in the absence of Shareholder approval as described above (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date); it being understood that, as to the extent excise taxes are imposed upon a consequence, such Waived disqualified individual under Section 4999 of the Code and/or the Acquiror or its Affiliates are disallowed from deducting expenses for payments to a disqualified individual under Section 280G Payments shall not be made or provided. Prior to submission of the Waived Code solely due to Acquiror’s failure to timely provide information required by this sentence with respect to such disqualified individual and not due to any contributing failure by Company or the Shareholders, neither the Company nor the Shareholders shall be considered to be in violation of this covenant and/or the representations relating to Section 280G Payments of the Code with respect to its equityholders for approvalsuch excise taxes or disallowed deductions. (iii) No later than five (5) Business Days prior to the anticipated Closing Date, the Company shall provide to Buyer for Acquiror (or its counsel) drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the 280G Vote process and shall incorporate all of Acquiror’s reasonable review and approval copies of all documents prepared comments, including as they relate to any Acquiror arrangements that may be entered into in connection with this Section 5.7, including the parachute payment calculations prepared by the Company and/or its advisorsClosing.

280G. Prior to the ClosingClosing Date, (a) the Company shall use commercially reasonable efforts to: to submit for approval by the Company Stockholders, in conformance with Section 280G of the Code and the regulations thereunder (athe “280G Stockholder Vote”), any payments that constitute or would reasonably be expected to constitute “parachute payments” with respect to the transactions contemplated by this Agreement pursuant to Section 280G of the Code (each, a “Parachute Payment”) obtain from on behalf of each “disqualified individual” (within the meaning of Section 280G(c) of the Code) who has a right to any payments and/or benefits as a result of or defined in connection with the transactions contemplated hereby that would be deemed to constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder (“Section 280G”)thereunder) a waiver of such individual’s rights to some or all of such payments and/or benefits (the “Waived Section 280G Payments”) applicable to and which are irrevocably waived by such individual so that all remaining payments and/or benefits applicable to such individual shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G, and clause (b) submit hereof, (b) prior to its equityholders for approval, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and regulations thereunder, the Waived Section 280G Payments, such that, if such equityholder approval is obtained, the deduction of such payments and/or benefits will not be limited by the application of Section 280G. Prior to the ClosingStockholder Vote, the Company shall inform Buyer that either use commercially reasonably efforts to obtain a waiver of the right to receive or retain any Parachute Payment (xin the absence of the 280G Stockholder Vote) from each of the requisite Company equityholder approval was obtained with respect applicable “disqualified individuals” whose Parachute Payment would be subject to the Waived Section 280G Payments, or Stockholder Vote (ythe “280G Waivers”) and (c) prior to the Company equityholder approval distribution of the Waived Section 280G Payments was not obtained Stockholder Vote materials and that, as a consequence, such Waived Section the 280G Payments shall not be made or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approvalWaivers, the Company shall provide deliver to Buyer Parent’s outside legal counsel for its reasonable review and approval complete copies of all disclosure and other related documents prepared that will be provided to the Company Stockholders in connection with this Section 5.7the 280G Stockholder Vote in a manner providing Parent with sufficient time to review and comment thereon, including the parachute payment calculations prepared by and the Company and/or shall consider all reasonable comments of Parent in good faith. The parties acknowledge that, to the extent any arrangements entered into at the direction of Parent or between Parent and its advisorsAffiliates, on the one hand, and a disqualified individual, on the other hand (“Parent Arrangements”) are Parachute Payments, Parent shall provide to the Company a written description of any Parent Arrangements and the value for purposes of Section 280G of the Code of such Parent Arrangements reasonably in advance of the Company’s request of the waivers under clause (b) above.

280G. Prior to the Closing, the The Company shall use commercially reasonable efforts to: (a) to obtain from each “disqualified individual” (within the meaning of Section 280G(c) a waiver of the Code) who has a right to any receive payments and/or benefits as a result of or in connection with the transactions contemplated hereby that would be deemed to reasonably could constitute “parachute payments” under Section 280G of the Code and regulations promulgated thereunder (a “Parachute Payment Waiver”) from each person who would be a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder (“Section 280G”)thereunder) a waiver of such individual’s rights and who reasonably might otherwise receive, have received, or have the right or entitlement to some receive any payment or all of such benefit that would, absent shareholder approval, be excess parachute payments and/or benefits (the “Waived under Section 280G Payments”) applicable to such individual so that all remaining payments and/or benefits applicable to such individual shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280Gof the Code, and (b) submit the Company shall have delivered each such Parachute Payment Waiver to its equityholders for approvalParent on or before the date on which the shareholder vote pursuant to the immediately following sentence is conducted. Prior to the Closing Date, the Company shall use commercially reasonable efforts to take all actions necessary to conduct a shareholder vote in accordance with the requirements of Section 280G(b)(5)(B280G(b)(5) of the Code and Treasury Regulations section 1.280G-1, Q&A with respect to any and all payments and/or benefits subject to a Parachute Payment Waiver that, in the applicable rulings and regulations thereunderabsence of the executed Parachute Payment Waivers by the affected persons above, might otherwise result, separately or in the Waived aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G Payments, such that, if such equityholder approval is obtained, of the deduction of such payments and/or benefits will not Code or that would be limited subject to an excise tax by the application reason of Section 280G. 4999 of the Code. Prior to the ClosingClosing Date, the Company shall inform Buyer that either deliver to the Parent written certification setting forth the results of any shareholder vote. Any form of Parachute Payment Waiver, disclosure statement and shareholder consent prepared by the Company and used in connection with any shareholder vote shall be provided to Parent at least five (x5) Business Days in advance of distribution to the requisite disqualified individuals or Stockholders, as applicable, and Parent shall be provided with a reasonable opportunity to comment thereon and the Company equityholder approval was obtained shall consider any reasonable comments with respect to the Waived same as are provided by Parent. The parties acknowledge that this Section 280G Payments6.13 shall not apply to any arrangements entered into at the discretion of Parent or between Parent and its Affiliates, or on one hand, and a disqualified individual, on the other hand (y) “Parent Arrangements”), with respect to the period following the Closing, unless such Parent Arrangements have been disclosed to the Company equityholder approval of at least five (5) Business Days prior to the Waived Section 280G Payments was not obtained and Closing Date, so that, as a consequencefor the avoidance of doubt, such Waived Section 280G Payments shall not be made or provided. Prior to submission of the Waived Section 280G Payments to its equityholders for approval, the Company shall provide to Buyer for its reasonable review and approval copies of all documents prepared in connection compliance with this Section 5.7, including the parachute payment calculations prepared by the Company and/or its advisors6.13 shall be determined as if such Parent Arrangements that are not so disclosed had not been entered into.