Private Company Status. In the event that the stock of the Company is not Publicly Traded and the exemption described in Section 280G(b)(5) of the Internal Revenue Code of 1986, as amended (the “Code”) would apply to the Payments if the requisite shareholder approval is obtained, the Company and Executive shall reasonably and in good faith cooperate with each other so as to eliminate any excise taxes on Executive pursuant to Section 4999 of the Code and to preserve to the Company the benefit of income tax deductions of the Payments. In that regard, if Executive advises the Company that he is willing to waive his rights to receive “excess parachute payments” (as defined in Section 280G of the Code) in connection with the transaction which could cause the Excise Tax to apply, the Company shall use reasonable best efforts to, following such waiver, obtain the requisite shareholder approval of any such excess parachute payments.
Private Company Status. Drug Emporium is currently a public company, registered under Section 12 of the Exchange Act, and its common stock, $.10 par value per share, is presently traded on the OTC Bulletin Board under the symbol "DEMP.OB". Following the Effective Date of the Plan, Reorganized Drug Emporium shall terminate its registration under the Exchange Act and Reorganized Drug Emporium shall no longer file reports with the SEC or otherwise be subject to the reporting requirements under the Exchange Act and the New Common Stock shall not be traded on any recognized stock exchange or over-the-counter securities market. In addition, Reorganized Drug Emporium, following the Effective Date of the Plan, shall terminate its registration under the Exchange Act of any preferred stock, $.10 par value per share, Rights (as such term is defined in the Rights Agreement), or any other class of capital stock of Reorganized Drug Emporium.
Private Company Status. Following the Effective Date, Reorganized Drug Emporium shall terminate its registration under the Exchange Act and Reorganized Drug Emporium shall 18 67 no longer file reports with the SEC or otherwise be subject to the reporting requirements under the Exchange Act.
Private Company Status. In the event that the stock of the Company is not Publicly Traded and the exemption described in Section 280G(b)(5) of the Code would apply to the Payments if the requisite shareholder approval is obtained, the Company and Executive shall reasonably and in good faith cooperate with each other so as to eliminate any Excise Tax on Executive pursuant to Section 4999 of the Code and to preserve to the Company the benefit of income tax deductions of the Payments. In that regard, if Executive advises the Company that he is willing to waive his rights to receive “excess parachute payments” (as defined in Section 280G of the Code) in connection with the transaction which could cause the Excise Tax to apply, the Company shall use reasonable best efforts to, following such waiver, obtain the requisite shareholder approval of any such excess parachute payments.”
Private Company Status. In the event that the stock of the Company is not publicly traded and the exemption described in Section 280G(b)(5) of the Internal Revenue Code of 1986, as amended (the “Code”) would apply to payments by the Company to Executive in connection with a change in control (as defined in Section 280G of the Code) if the requisite shareholder approval is obtained, Executive shall be entitled to receive an additional payment equal to the amount of the Excise Tax, if any, on the Payments, including the additional payment (but, for the avoidance of doubt, shall not be entitled to any tax gross-up payment with respect to any other taxes, including, without limitation, income or employment taxes, on the Excise Tax). If Executive advises the Company that he is willing to waive his rights to receive excess parachute payments in connection with the transaction which could cause excise taxes under Section 4999 of the Code to apply, the Company shall use reasonable best efforts to, following such waiver, obtain the requisite shareholder approval of any such excess parachute payments. In the event such shareholder approval is obtained, the Executive acknowledges and agrees that he is not entitled to share in any tax savings resulting from the Company’s deduction of the excess parachute payments.
