Parachute Payment Waivers. The Company shall use commercially reasonable efforts to obtain and deliver to Acquiror, prior to the initiation of the requisite stockholder approval procedure under Section 5.7, a parachute payment waiver from each Person who the Company reasonably believes is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite stockholder approval procedure under Section 5.7, and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Affymetrix Inc)
Parachute Payment Waivers. The Company shall use commercially reasonable efforts to obtain and deliver to Acquiror, prior to the initiation of the requisite stockholder approval procedure under Section 5.75.8, a parachute payment waiver from each Person who the Company reasonably believes is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite stockholder approval procedure under Section 5.75.8, and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code.
Appears in 1 contract
Samples: Merger Agreement (Affymetrix Inc)
Parachute Payment Waivers. The Company shall use commercially reasonable efforts to obtain and deliver to Acquiror, prior Prior to the initiation of the requisite stockholder approval procedure under in Section 5.74.14, the Company shall obtain and deliver to Parent a parachute payment waiver (“Parachute Payment Waiver”) from each Person individual who the Company reasonably believes is, with respect to the CompanyCompany and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite such stockholder approval procedure under Section 5.7hereunder, and who might otherwise havewho, absent the execution of a Parachute Payment Waiver, may receive or have the right or entitlement to receive a parachute payment under Section 280G of the CodeCode in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Draft Agreement (Rovi Corp)
Parachute Payment Waivers. The Company shall use commercially reasonable efforts to obtain and deliver to AcquirorPurchaser, prior to the initiation of the requisite stockholder approval procedure under Section 5.7, a parachute payment waiver from each Person who the Company reasonably believes is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite stockholder approval procedure under Section 5.7, and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code.
Appears in 1 contract
Parachute Payment Waivers. The Company shall use commercially reasonable efforts to obtain and deliver to AcquirorAcquirer, prior to the initiation of the requisite stockholder approval procedure under Section 5.75.14, a parachute payment waiver Parachute Payment Waiver from each Person who the Company reasonably believes is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite stockholder approval procedure under Section 5.75.14, and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the CodeCode as a result of the Merger.
Appears in 1 contract
Samples: Merger Agreement (MongoDB, Inc.)