Common use of Parachute Payment Waivers Clause in Contracts

Parachute Payment Waivers. The applicable Company Entity shall obtain prior to the initiation of the requisite shareholder approval procedure under Section 6.16 below, a waiver of the right to receive payments that could constitute “parachute payments” under Section 280G of the Code and regulations promulgated thereunder (a “Parachute Payment Waiver”), in a form reasonably acceptable to Purchaser, from each Person whom the Company and/or Purchaser reasonably believes is, with respect to such Company Entity, 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 shareholder approval procedure under Section 6.13, and whom the Company and/or Purchaser believes might otherwise receive, have received, or have the right or entitlement to receive any parachute payment under Section 280G of the Code, and the Company shall have delivered each such Parachute Payment Waiver to Purchaser on or before the Closing Date.

Parachute Payment Waivers. The applicable Company Entity shall obtain have obtained prior to the initiation of the requisite shareholder stockholder approval procedure under Section 6.16 subsection (k) below, a waiver of the right to receive payments that could constitute “parachute payments” under Section 280G of the Code and regulations promulgated thereunder (a “Parachute Payment Waiver”), in a form reasonably acceptable to PurchaserBuyer, from each Person whom who the Company and/or Purchaser Buyer reasonably believes is, with respect to such Company Entitythe 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 shareholder stockholder approval procedure under Section 6.13subsection (k), and whom who the Company and/or Purchaser Buyer reasonably believes might otherwise receive, have received, or have the right or entitlement to receive any parachute payment payments under Section 280G of the CodeCode with a value in excess of 2.99 times such person's base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, and the Company shall have delivered each such Parachute Payment Waiver to Purchaser Buyer on or before the Closing Date.

Parachute Payment Waivers. The applicable Company Entity shall obtain obtain, prior to the initiation of the requisite shareholder stockholder approval procedure under Section 6.16 below7.12 hereof, a waiver of the right to receive payments that could constitute “parachute payments” under Section 280G of the Code and regulations promulgated thereunder (a “Parachute Payment Waiver”), in a form reasonably acceptable to the Purchaser, from each Person whom the Company and/or or the Purchaser reasonably believes is, with respect to such Company Entitythe 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 shareholder stockholder approval procedure under Section 6.137.12 hereof, and whom the Company and/or or the Purchaser believes might otherwise receive, have received, received or have the right or entitlement to receive any parachute payment under Section 280G of the Code, and the Company shall have delivered each such Parachute Payment Waiver to the Purchaser on or before the Closing Date.