Common use of Section 280G Approval Clause in Contracts

Section 280G Approval. To the extent that the Company determines that any Person who is a “disqualified individual” (within the meaning of Section 280G of the Code, hereinafter “Section 280G”)) would have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would be deemed to constitute “parachute payments” (within the meaning of Section 280G), then, as soon as reasonably practicable following the date of this Agreement, but in no event later than five (5) Business Days prior to the Closing Date, the Company shall (i) solicit waivers from each such Person as to which such Person shall agree to waive his or her rights to some or all of such payments and/or benefits (the “Waived 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G), and (ii) solicit the approval of the stockholders of the Company to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits. Prior to soliciting such waivers and approvals, the Company shall provide drafts of such waiver and such stockholder approval materials to Parent for Parent’s review. To the extent any of the Waived 280G Benefits are not so approved by the stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, Company shall deliver to Parent evidence that a vote of the stockholders was solicited in accordance with the foregoing provisions of this Section 6.13 and that either (A) the requisite number of stockholder votes were obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (B) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided.

Section 280G Approval. To The Company shall, no later than three (3) Business Days prior to the extent that the Company determines that any Person who is a Closing Date, (i) use commercially reasonable efforts to secure from each “disqualified individual” (within the meaning of Section 280G of the Code, hereinafter “Section 280G”)) would have of the Company or any of its Subsidiaries or parent companies who has a right to any payments and/or benefits as a result or potential right to any payments and/or benefits under any Company Plan or otherwise that are “contingent” (within the meaning of or in connection with Section 280G of the Code) on the transactions contemplated herein by this Agreement and that would be deemed to constitute “parachute payments” (within the meaning of Section 280GG of the Code) a waiver, subject to the approval described in clause (ii), then, as soon as reasonably practicable following the date of this Agreement, but in no event later than five (5) Business Days prior to the Closing Date, the Company shall (i) solicit waivers from each such Person as to which such Person shall agree to waive his or her Person’s rights to some or all of such parachute payments and/or benefits (the “Waived 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G), and (ii) solicit the approval of a vote from the stockholders of the Company Company, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder, of any Waived 280G Benefits. Prior As soon as practicable prior to soliciting such waivers distribution of any materials to stockholders or “disqualified individuals” (within the meaning of Section 280G of the Code) in connection with the waiver and approvalsvote described in this Section 6.3, the Company shall provide drafts Merger Sub for its review and comment a copy of all such waiver materials and a copy of its Section 280G of the Code calculations and shall accept all of Merger Sub’s reasonable comments to such stockholder approval materials to Parent for Parent’s reviewdocuments. To the extent any Any of the Waived 280G Benefits are not so which fail to be approved by the stockholders of the Company as contemplated above, such Waived 280G Benefits above shall not be made or provided. Prior to the Closing Date, the Company shall deliver to Parent Merger Sub evidence that a vote of the Company’s stockholders was solicited in accordance with the foregoing provisions of this Section 6.13 6.3 and that either (Ai) the requisite number of stockholder votes were was obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (Bii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits have not been and shall not be made or provided.

Section 280G Approval. To The Acquired Companies, as applicable, shall (a) no later than ten (10) Business Days prior to the extent that the Company determines that any Person who is a Closing Date, solicit from each “disqualified individual” (within the meaning of Section 280G 280G(c) of the Code, hereinafter “Section 280G”)) who would have a right otherwise be entitled to receive any payments and/or payment or benefits as a result of or in connection with the transactions contemplated herein that would be deemed to constitute a “parachute paymentspayment” (within the meaning of Section 280G), then, as soon as reasonably practicable following 280G(b)(2)(A) of the date Code) a waiver of this Agreement, but in no event later than five (5) Business Days prior to the Closing Date, the Company shall (i) solicit waivers from each such Person as to which such Person shall agree to waive his or her disqualified individual’s rights to some or all of such payments and/or or benefits (the “Waived 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section 280GG of the Code) and (b) no later than five (5) Business Days prior to the Closing Date, with respect to each individual who agrees to the waivers described in clause (a), and (ii) solicit the approval of the stockholders of the Company submit to the extent and a vote in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(Baccordance with Section 280G(b)(5)(B)(i) of the Code and the regulations promulgated thereunder (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and the regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Waived 280G BenefitsBenefits (the “280G Vote”). Prior The Acquired Companies shall provide drafts of such waivers and approval materials, and any related calculations, to the Purchaser for its reasonable review and approval (which approval will not be unreasonably withheld, conditioned or delayed) no later than five (5) Business Days prior to soliciting such waivers and approvals, the Company shall provide drafts of soliciting such waiver and such stockholder approval materials to Parent for Parent’s reviewapproval. To the extent If any of the Waived 280G Benefits are not so fail to be approved by the stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing DateClosing, Company the Acquired Companies shall deliver to Parent the Purchaser evidence reasonably acceptable to the Purchaser that a vote of the stockholders 280G Vote was solicited in accordance with the foregoing provisions of this Section 6.13 7.9 and that either (Ai) the requisite number of stockholder votes were of the Acquired Companies’ equityholders was obtained with respect to the Waived 280G Benefits in accordance with Section 280G(b)(5)(B)(i) of the Code and the regulations promulgated thereunder (the “280G Approval”), ) or (Bii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided.

Section 280G Approval. To the extent that the Company determines that any Person who is a “disqualified individual” At least three (within the meaning of Section 280G of the Code, hereinafter “Section 280G”)) would have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would be deemed to constitute “parachute payments” (within the meaning of Section 280G), then, as soon as reasonably practicable following the date of this Agreement, but in no event later than five (53) Business Days prior to the Closing Date, the Company shall (i) solicit waivers from each such Person as to which such Person Merger Partner shall agree to waive his or her rights to some or all of such payments and/or benefits (the “Waived submit for approval by Merger Partner Equityholder, in conformance with Section 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G), and (ii) solicit the approval of the stockholders of the Company to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits. Prior to soliciting such waivers and approvals, the Company shall provide drafts of such waiver and such stockholder approval materials to Parent for Parent’s review. To the extent any of the Waived 280G Benefits are not so approved by the stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, Company shall deliver to Parent evidence that a vote of the stockholders was solicited in accordance with the foregoing provisions of this Section 6.13 and that either (A) the requisite number of stockholder votes were obtained with respect to the Waived 280G Benefits regulations promulgated thereunder (the “280G ApprovalStockholder Vote”), or any payments that could reasonably be expected to constitute an “excess parachute payment” pursuant to Section 280G of the Code (Beach, a “Parachute Payment”) that on behalf of each “disqualified individual” (as defined in Section 280G of the Code and the regulations promulgated thereunder) and which are irrevocably waived by such individual under clause (ii) hereof, (ii) prior to the distribution of the 280G Approval was Stockholder Vote materials, Merger Partner shall use commercially reasonable efforts to obtain an irrevocable waiver, if approval by Merger Partner Equityholder is not obtained, and, as a consequence, obtained pursuant to clause (i) above of the Waived right to any Parachute Payment (in the absence of the 280G Benefits Stockholder Vote) from each of the applicable “disqualified individuals” (as defined under Section 280G of the Code and the regulations promulgated thereunder) whose Parachute Payments would be subject to the 280G Stockholder Vote, and (iii) Merger Partner shall not have delivered to the Company complete copies of all disclosure, waivers and other related documents that will be made or providedprovided to Merger Partner Equityholder and the disqualified individuals in connection with the 280G Stockholder Vote with a reasonable period of time prior to obtaining such waivers and commencing the 280G Stockholder Vote, and shall consider in good faith reasonable comments of the Company thereon.

Section 280G Approval. To Blocker Seller shall cause Blocker to (a) no later than five Business Days prior to the Closing Date, use commercially reasonable efforts to obtain from each "disqualified individual" (within the meaning of Section 280G(c) of the Code), with respect to Blocker that is eligible to receive any payment or benefits that would constitute a "parachute payment" (within the meaning of Section 280G(b)(2)(A) of the Code), a waiver of such disqualified individual's rights to some or all of such payments or benefits, including any arrangements entered into by Buyer or its Affiliates with any such "disqualified individual" the details of which are made available to Blocker Seller at least ten Business Days prior to the Closing Date (the "Waived 280G Benefits"), to the extent necessary, so that the Company determines that any Person who is a “disqualified individual” all shall not be deemed to be "excess parachute payments" (within the meaning of Section 280G of the Code, hereinafter “Section 280G”)) would have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would be deemed to constitute “parachute payments” and (within the meaning of Section 280G), then, as soon as reasonably practicable following the date of this Agreement, but in b) no event later than five (5) two Business Days prior to the Closing Date, with respect to each individual who agrees to the Company shall waiver described in clause (i) solicit waivers from each such Person as a), submit to which such Person shall agree a stockholder vote, in a manner intended to waive his or her rights to some or all of such payments and/or benefits (satisfy the “Waived 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning requirements of Section 280G), and (ii) solicit the approval of the stockholders of the Company to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B280G(b)(5) of the Code and any regulations promulgated thereunder, the right of any such "disqualified individual" to receive the Waived 280G Benefits. Prior Blocker Seller shall cause Blocker to provide drafts of such waivers and approval materials to Buyer for its reasonable review and comment no later than two Business Days prior to soliciting such waivers and approvals, the Company shall provide drafts of soliciting such waiver and such stockholder approval materials to Parent for Parent’s review. To the extent any of the Waived 280G Benefits are not so approved by the stockholders as contemplated above, such Waived 280G Benefits shall not be made or providedapproval. Prior to the Closing DateClosing, Company if any waiver described in clause (a) above is actually obtained, Blocker Seller shall deliver to Parent Buyer evidence reasonably acceptable to Buyer that a vote of the applicable stockholders was solicited in accordance with the foregoing provisions of this Section 6.13 and that either (Ai) the requisite number of stockholder votes were of the applicable stockholders was obtained with respect to the Waived 280G Benefits (the “"280G Approval”), ") or (Bii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided.

Section 280G Approval. To the extent that necessary to avoid the Company determines that any Person who is a “disqualified individual” (within the meaning application of Section 280G of the Code, hereinafter “Section 280G”)) would have a right to any payments and/or benefits as a result of or in connection with Code and the transactions contemplated herein that would be deemed to constitute “parachute payments” (within the meaning of Section 280G), thenapplicable final Treasury regulations and rulings thereunder, as soon as reasonably practicable following the date of this Agreement, but in no event later than five three (53) Business Days prior to the Closing Date, the Company shall (i) solicit obtain waivers from each such Person who has a right to any payments and/or benefits as a result of or in connection with the transactions contemplated by this Agreement that would reasonably be expected to constitute “parachute payments” within the meaning of Section 280G of the Code and as to which such Person shall agree to waive waives his or her rights to some or all of such payments and/or benefits (the “Waived 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280GG of the Code), and (ii) following the execution of the waivers described in clause (i), solicit the approval of the stockholders of the Company to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and Section 280G(b)(5)(B) of the Code of any Waived 280G Benefits. Prior Benefits pursuant to soliciting such waivers a vote intended to meet the requirements of Section 280G(b)(5)(B) of the Code and approvalsthe regulations thereunder, the Company and that shall provide drafts of such waiver and such stockholder approval materials be in a form reasonably satisfactory to Parent for Parent’s reviewand Merger Sub. To the extent any of the Waived 280G Benefits are were not so approved by the stockholders equity holders of the Company as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 6.13 5.08 and that either (A) the requisite number of stockholder votes were obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (B) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided.

Section 280G Approval. To Prior to the extent that Closing Date, the Company determines that shall (a) obtain (or, with respect to any Person individual who is not a Specified Disqualified Individual, use commercially reasonable efforts to obtain) from each “disqualified individual” (within the meaning of Section 280G 280G(c) of the CodeCode and the regulations thereunder), hereinafter “a written waiver that shall provide that, if the requisite stockholder approval under Section 280G”)280G(b)(5)(B) would have a right to any of the Code and the regulations thereunder is not obtained, no payments and/or benefits as a result of that would separately or in connection with the transactions contemplated herein that would be deemed to aggregate constitute “excess parachute payments” (within the meaning of Section 280G(b)(1) of the Code (“Parachute Payments”) with respect to such disqualified individual in the absence of such stockholder approval shall be payable to or retained by such disqualified individual to the extent such Parachute Payments would not be deductible by reason of the application of Section 280G)G of the Code or would result in the imposition of the excise tax under Section 4999 of the Code upon such disqualified individual; and (b) submit to the stockholders of the Company for approval, thenin a manner and form that complies with the stockholder approval procedures set forth in Section 280G(b)(5)(B) of the Code and the regulations thereunder any payments and/or benefits to a disqualified individual who provided the written waiver referred to in clause (a) that may separately or in the aggregate constitute Parachute Payments in the absence of such stockholder approval. All materials, as soon as reasonably practicable following if any, produced by the date Company in connection with the implementation of this Agreement, but in no event later than Section 5.08 shall be provided to Parent at least five (5) Business Days prior to the Closing Datein advance for Parent’s review and comment, and the Company shall (i) solicit waivers from each such Person as to which such Person shall agree to waive his or her rights to some or all consider any of such payments and/or benefits (the “Waived 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G), and (ii) solicit the approval of the stockholders of the Company to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits. Prior to soliciting such waivers and approvals, the Company shall provide drafts of such waiver and such stockholder approval materials to Parent for Parent’s review. To the extent any of the Waived 280G Benefits are requested changes or comments in good faith and not so approved by the stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, Company shall deliver to Parent evidence that a vote of the stockholders was solicited in accordance with the foregoing provisions of this Section 6.13 and that either (A) the requisite number of stockholder votes were obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (B) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or providedunreasonably omit them.

Section 280G Approval. To (a) The Company shall have obtained prior to the extent initiation of the requisite shareholder approval procedure under Section 5.13(b) 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 Parent, from each Person whom the Company determines that any Person who is and/or Buyer reasonably believes is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code, hereinafter “Section 280G”)) would have a right to any payments and/or benefits as a result of or in connection with Code and the transactions contemplated herein that would be deemed to constitute “parachute payments” (within the meaning of Section 280Gregulations promulgated thereunder), then, as soon as reasonably practicable following the date of this Agreement, but in no event later than five (5) Business Days determined immediately prior to the Closing Dateinitiation of the requisite shareholder approval procedure under Section 5.13(b), 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 of the Code, and the Company shall (i) solicit waivers from have delivered each such Person as Parachute Payment Waiver to which such Person Parent on or before the Closing Date. (b) The Company shall agree use its reasonable best efforts to waive his or her rights to some or all of such payments and/or benefits (the “Waived 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G), and (ii) solicit obtain the approval by such number of the stockholders shareholders of the Company to as is required by the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits provided pursuant to contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 5.13(a), might otherwise result, separately or in the aggregate, in the payment of any Waived amount and/or the provision of any benefit that would not be deductible by reason of Section 280G Benefits. Prior to soliciting such waivers and approvalsof the Code, the Company shall provide drafts of such waiver and with such stockholder approval materials to Parent for Parent’s review. To the extent any be obtained in a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Waived 280G Benefits are not so approved by Code and the stockholders as contemplated aboveTreasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, Company shall deliver to Parent evidence that a vote of the stockholders was solicited in accordance with the foregoing provisions of this Section 6.13 and that either (A) the requisite number of stockholder votes were obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (B) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or providedTreasury Regulations.

Section 280G Approval. To (a) The Corporation shall use its reasonable commercial efforts to obtain prior to the initiation of the requisite shareholder approval procedure under subparagraph (b) below, a waiver of the right to receive payments and/or benefits to the extent that they reasonably could cause such payments and/or benefits to constitute "parachute payments" under Section 280G of the Company determines that any Code and regulations promulgated thereunder (a "Parachute Payment Waiver") from each Person who is who, with respect to the Corporation, reasonably could be a “"disqualified individual” " (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) and who, with respect to the Corporation, reasonably might otherwise receive, have received, or have the right or entitlement to receive, any parachute payment under Section 280G of the Code, hereinafter “Section 280G”)and the Corporation shall have delivered each such Parachute Payment Waiver to Purchaser on or before the Closing Date. (b) would have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would be deemed to constitute “parachute payments” (within the meaning of Section 280G), then, as soon as reasonably practicable following the date of this Agreement, but in no event later than five (5) Business Days prior Prior to the Closing Date, the Company Corporation shall (i) solicit waivers from each obtain the approval by such Person number of shareholders of the Corporation as to which such Person shall agree to waive his or her rights to some or all of such payments and/or benefits (is required by the “Waived 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning terms of Section 280G), and (ii) solicit the approval of the stockholders of the Company to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits provided pursuant to the contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under subparagraph (a) above, might otherwise result, separately or in the aggregate, in the payment of any Waived amount and/or the provision of any benefit that would not be deductible by reason of Section 280G Benefits. Prior of the Code or that would be subject to soliciting an excise tax by reason of Section 4999 of the Code, with such waivers and approvals, the Company shall provide drafts shareholder approval to be solicited in a manner which satisfies all applicable requirements of such waiver and such stockholder approval materials to Parent for Parent’s review. To the extent any Section 280G(b)(5)(B) of the Waived 280G Benefits are not so approved by Code and the stockholders as contemplated aboveTreasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Waived 280G Benefits shall not Treasury Regulations. The Parachute Payment Waivers and documents to be made or provided. Prior provided to the Closing Date, Company shall deliver to Parent evidence that a vote of the stockholders was solicited Corporation's shareholders in accordance connection with the foregoing provisions solicitation of this Section 6.13 and that either (A) the requisite number of stockholder votes were obtained with respect shareholder approval shall be in a form reasonably acceptable to the Waived 280G Benefits (the “280G Approval”), or (B) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or providedPurchaser.

Section 280G Approval. To the extent that the Company determines that any Person who is a “disqualified individual” (within the meaning of Section 280G of the Code, hereinafter “Section 280G”)) would have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would be deemed to constitute “parachute payments” (within the meaning of Section 280G), then, as soon as reasonably practicable Promptly following the date execution of this Agreement, but in Agreement and no event later than five two (52) Business Days prior to the Closing Date, the Companies shall use commercially reasonable efforts to solicit approval by their members, to the extent required by, and in manner that complies with, Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder, of the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive and retain any payments or benefits to be made or deemed made by a Company that would, separately or in the aggregate, in the absence of such approval by stockholders, constitute “parachute payments” pursuant to Section 280G of the Code as a result of the transactions contemplated by this Agreement. Prior to seeking such stockholder approval, such Company shall (i) solicit waivers obtain from each such Person “disqualified individual” (as defined under Section 280G(c) of the Code) with a right to which such Person shall agree to waive his or her rights to some or all any potential “parachute payment” (as defined under Section 280G(b)(2) of such payments and/or benefits the Code) a waiver of that right (the “Waived 280G Benefits”) applicable such that unless such payment to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of disqualified individual is approved by stockholders in a manner described in Section 280G), and (ii) solicit the approval of the stockholders of the Company to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B280G(b)(5) of the Code Code, no such payment will be made. Within a reasonable period of any Waived 280G Benefits. Prior time prior to soliciting such waivers and approvalsvote, the such Company shall provide drafts a draft of such waiver waivers and such stockholder approval vote solicitation materials (together with any calculations and supporting documentation) to Parent Buyer for ParentBuyer’s review, and such Company will consider in good faith any reasonable comments made by Buyer. To the extent that any of the Waived 280G Benefits are not so approved by the stockholders of the Company as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, Company shall deliver to Parent evidence that a vote of the stockholders was solicited provided in accordance with the foregoing provisions of this Section 6.13 and that either (A) the requisite number of stockholder votes were obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (B) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or providedany manner.

Section 280G Approval. To (a) No later than three (3) Business Days prior to the extent that Closing Date, the Company determines shall solicit, and use its reasonable best efforts to obtain, the approval, in accordance with the requirements of Section 280G of the Code and the regulations thereunder, including Q&A-7 of Treasury Regulation Section 1.280G-1, by such number of equityholders of the Company as is required by the terms of Section 280G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G and Section 4999 of the Code inapplicable to any and all payments and/or benefits that might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that could not be deductible by reason of Section 280G of the Code or that could be subject to an excise tax under Section 4999 of the Code (the “280G Approval”). (b) Prior to the initiation of the approval procedure under Section 11.16(a), the Company shall have obtained a waiver of the right to receive payments and/or benefits that, individually or in the aggregate, reasonably could constitute “parachute payments” under Section 280G of the Code and the regulations thereunder (a “Parachute Payment Waiver”) from each Person who is reasonably could be a “disqualified individual” (within the meaning of Section 280G of the Code, hereinafter “Section 280G”)Code and the regulations thereunder) would have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would be deemed to constitute “parachute payments” (within the meaning of Section 280G), then, as soon as reasonably practicable following the date of this Agreement, but in no event later than five (5) Business Days prior to the Closing Date, the Company shall (i) solicit waivers from each such Person as to which such Person shall agree to waive his or her rights to some or all of such payments and/or benefits (the “Waived 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G), and (ii) solicit the approval of the stockholders of the Company to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits. Prior to soliciting such waivers and approvals, the Company shall provide drafts of such waiver and such stockholder approval materials to Parent for Parent’s review. To the extent any of the Waived 280G Benefits are not so approved by the stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Closing Date, Company shall deliver to Parent evidence that a vote of the stockholders was solicited in accordance with the foregoing provisions of this Section 6.13 and that either (A) the requisite number of stockholder votes were obtained with respect to the Waived Company and who reasonably might otherwise receive, have received, or have the right or entitlement to receive any parachute payment under Section 280G Benefits of the Code, and the Company shall have delivered each such Parachute Payment Waiver to Parent no later than one (1) Business Day prior to the “280G Approval”), or (B) that solicitation of the 280G Approval was not obtainedpursuant to Section 11.16(a). (c) The Company shall provide to Parent drafts of all disclosure materials, andcalculations, as a consequenceParachute Payment Waivers, the Waived members votes and related materials used to effectuate such 280G Benefits Approval in advance of distribution, and the foregoing shall not be made or providedreasonably acceptable to Parent.