Common use of Requisite Approval Clause in Contracts

Requisite Approval. Notwithstanding anything in this Agreement to the contrary, Employee shall not be eligible for, or entitled to receive, any payments, benefits, or other rights that Employee would otherwise possess under this Agreement to the extent such amounts, together with any other payments, benefits or rights Employee is eligible to receive in connection with a change of control within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (a "Statutory Change of Control"), would exceed 2.99 times his "base amount," as such term is defined in Section 280G of the Code and the proposed Treasury Regulations thereunder (the "Excess Benefits"), unless requisite stockholder approval is obtained prior to the Statutory Change of Control to exempt such Excess Benefits from the application of Section 280G of the Code, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and proposed Treasury Regulation Section 1.280G-1, Q&A7. Accordingly, unless such requisite stockholder approval is obtained prior to the consummation of a Statutory Change of Control, Employee shall not be eligible for or entitled to receive the Excess Benefits.

Requisite Approval. Notwithstanding anything in this Agreement to the contrary, Employee shall not be eligible for, or entitled to receive, any payments, benefits, or other rights that Employee would otherwise possess under this Agreement to the extent such amounts, together with any other payments, benefits or rights Employee is eligible to receive in connection with a change of control within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (a "Statutory Change of Control"), would exceed 2.99 times his "base amount," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and the proposed Treasury Regulations thereunder (the "Excess Benefits"), unless requisite stockholder approval is obtained prior to the Statutory Change of Control to exempt such Excess Benefits from the application of Section 280G of the Code, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and proposed Treasury Regulation Section 1.280G-1, Q&A7. Accordingly, unless such requisite stockholder approval is obtained prior to the consummation of a Statutory Change of Control, Employee shall not be eligible for or entitled to receive the Excess Benefits.

Requisite Approval. Notwithstanding anything in this Agreement to the contrary, Employee shall not be eligible for, or entitled to receive, any payments, benefits, or other rights that Employee would otherwise possess under this Agreement to the extent such amounts, together with any other payments, benefits or rights Employee is eligible to receive in connection with a change of control within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (a Code")(a "Statutory Change of Control"), would exceed 2.99 times his "base amount," as such term is defined in Section 280G of the Code and the proposed Treasury Regulations thereunder (the "Excess Benefits"), unless requisite stockholder approval is obtained prior to the Statutory Change of Control to exempt such Excess Benefits from the application of Section 280G of the Code, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and proposed Treasury Regulation Section 1.280G-1, Q&A7. Accordingly, unless such requisite stockholder approval is obtained prior to the consummation of a Statutory Change of Control, Employee shall not be eligible for or entitled to receive the Excess Benefits.