Common use of Section 280G Approval Clause in Contracts

Section 280G Approval. If required to avoid the imposition of excise Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payment or benefit in connection with the transactions contemplated by this Agreement, the Company will (a) no later than four (4) Business Days prior to the Closing Date, solicit from each “disqualified individual” (as defined in Section 280G(c) of the Code) who has received or may reasonably be expected 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 (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) no later than two (2) Business Days prior to the Closing Date submit to a vote of the Members and/or such other Persons entitled to vote (in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations) the rights of any such “disqualified individual” to receive the Waived 280G Benefits. No later than three (3) Business Days prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to Parent for its review and approval. If any of the Waived 280G Benefits fail to be approved by the Members and/or such other Persons entitled to vote contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Effective Time, the Company shall deliver to Parent evidence reasonably satisfactory to Parent that a vote of the Members and/or such other Persons entitled to vote was solicited in accordance with the foregoing provisions of this Section 5.16 and that either (i) the requisite number of votes of the Members and/or such other Persons entitled to vote was obtained with respect to any Waived 280G Benefits (the “280G Approval”) or (ii) the 280G Approval was not obtained, and, as a consequence, any Waived 280G Benefits shall not be made or provided.

Section 280G Approval. If required To the extent necessary to avoid the imposition application of excise Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payment or benefit in connection with and the transactions contemplated by applicable final Treasury regulations and rulings thereunder, as soon as reasonably practicable following the date of this Agreement, the Company will (a) but in no event later than four three (43) Business Days prior to the Closing Date, solicit the Company shall (i) obtain waivers from each “disqualified individual” (as defined in Section 280G(c) of the Code) Person who has received a right to any payments and/or benefits as a result of or may in connection with the transactions contemplated by this Agreement that would reasonably be expected to receive any payment or benefits that would constitute a “parachute paymentpayments” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) a waiver of Code and as to which such disqualified individual’s Person waives his or her rights to some or all of such payments or and/or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) applicable to such Person so that all remaining payments and/or benefits, if any, benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) ), and (bii) no later than two following the execution of the waivers described in clause (2) Business Days prior i), solicit the approval of the stockholders of the Company to the Closing Date submit extent required under Section 280G(b)(5)(B) of the Code of any Waived 280G Benefits pursuant to a vote of intended to meet the Members and/or such other Persons entitled to vote (in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations) the rights of any such “disqualified individual” to receive the Waived 280G Benefits. No later than three (3) Business Days prior to soliciting 280G Waivers from the “disqualified individuals,” the Company and that shall provide drafts of such waivers and disclosure materials be in a form reasonably satisfactory to Parent for its review and approvalMerger Sub. If To the extent any of the Waived 280G Benefits fail to be were not approved by the Members and/or such other Persons entitled to vote equity holders of the Company as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Effective TimeClosing Date, the Company shall deliver to Parent evidence reasonably satisfactory to Parent that a vote of the Members and/or such other Persons entitled to vote stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 5.16 5.08 and that either (iA) the requisite number of votes of the Members and/or such other Persons entitled to vote was were obtained with respect to any the Waived 280G Benefits (the “280G Approval”) ), or (iiB) that the 280G Approval was not obtained, and, as a consequence, any the Waived 280G Benefits shall not be made or provided.

Section 280G Approval. If required to avoid The Corporation or its applicable Subsidiaries shall, as soon as practicable following the imposition date of excise Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payment or benefit this Agreement and in connection with the transactions contemplated by this Agreement, the Company will (a) no event later than four five (45) Business Days prior to the Closing Date, solicit (i) use commercially best efforts to secure from each “disqualified individual” (as defined in Section 280G(c) of the Code) who has received or may reasonably be expected to receive any payment or benefits that would constitute a “parachute payment” individual (within the meaning of Section 280G(b)(2)(A) 280G of the Code) a waiver waiver, subject to the approval described in clause (ii), of such disqualified individualPerson’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code) that are equal to or in excess of three times such Person’s “base amount” (within the meaning of Section 280G of the Code) less one dollar (the “Waived 280G Benefits”) and (bii) no later than two (2) Business Days prior solicit the approval of the stockholders of the Corporation or its Subsidiaries, as applicable, to the Closing Date submit to a vote of extent and in the Members and/or such other Persons entitled to vote (in a manner which satisfies all applicable requirements of required under Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations) the rights of any such “disqualified individual” to receive the Waived 280G Benefits. No later than three (3) Business Days prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to Parent for its review and approval. If any of the Waived 280G Benefits fail to be approved by the Members and/or such other Persons entitled to vote contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Effective TimeClosing Date, the Company Corporation shall deliver to the Parent evidence reasonably satisfactory to Parent that (and the Parent’s legal counsel) a vote of the Members and/or such other Persons entitled to vote was solicited in accordance with the foregoing provisions of this Section 5.16 and written certification that either (iA) the requisite number of votes of the Members and/or such other Persons entitled to vote was obtained with respect to any the Waived 280G Benefits (the “280G Approval”) or (iiB) the 280G Approval was not obtained, obtained and, as a consequence, any the Waived 280G Benefits have not been and shall not be made or provided, and any previously paid or provided Waived 280G Benefits shall be returned or recovered. The Corporation shall provide the Parent with drafts of any material relating to such vote (including any waivers, consents or disclosure statements) (which shall be subject to the Parent’s reasonable review and comment for five (5) Business Days prior to the distribution of such materials) along with its analysis under Section 280G of the Code. Nothing in this Section 7.10 shall be construed as requiring any specific outcome to the vote described herein. The Corporation and Parent shall cooperate in good faith with respect to calculating the value of any arrangements entered into at the direction of Parent or between Parent and its Affiliates, on the one hand, and any disqualified individual, on the other hand (“Parent 57 Arrangements”); provided, however, that if such Parent Arrangements are not provided or are provided to the Corporation fewer than ten (10) Business Days prior to the Closing Date, compliance with the remainder of this Section 7.10 shall be determined as if such Parent Arrangements had not been entered into. In no event shall the Partnership be deemed to be in breach of this Section 7.10 or any other provision in this Agreement if any disqualified individual refuses to execute a 280G waiver, the 280G Approval is not available or the 280G Approval is not obtained.

Section 280G Approval. If required to avoid the imposition of excise Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payment or benefit in connection with the transactions contemplated by this AgreementThe Company shall, the Company will (a) no later than four three (43) Business Days prior to the Closing Date, solicit (i) use commercially reasonable efforts to secure from each “disqualified individual” (as defined in within the meaning of Section 280G(c) 280G of the Code) of the Company or any of its Subsidiaries or parent companies who has received a right to any payments and/or benefits or may reasonably be expected potential right to receive any payment payments and/or benefits under any Company Plan or benefits otherwise that would constitute a are “parachute paymentcontingent” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) a waiver of such disqualified individual’s rights on the transactions contemplated by this Agreement and that would be deemed to some or all of such payments or benefits (the constitute “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code) a waiver, subject to the approval described in clause (ii), of such Person’s rights to all of such parachute payments (the “Waived 280G Benefits”) and (bii) no later than two (2) Business Days prior solicit a vote from the stockholders of the Company, to the Closing Date submit to a vote of extent and in the Members and/or such other Persons entitled to vote (in a manner which satisfies all applicable requirements of required under Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations) the rights of any such “disqualified individual” to receive the Waived 280G Benefits. No later than three (3) Business Days As soon as practicable prior to soliciting 280G Waivers from the distribution of any materials to stockholders or “disqualified individuals,” (within the meaning of Section 280G of the Code) in connection with the waiver and vote described in this Section 6.3, the Company shall provide drafts of such waivers and disclosure materials to Parent Merger Sub for its review and approvalcomment a copy of all such materials and a copy of its Section 280G of the Code calculations and shall accept all of Merger Sub’s reasonable comments to such documents. If any Any of the Waived 280G Benefits which fail to be approved by the Members and/or such other Persons entitled to vote stockholders of the Company as contemplated above, such Waived 280G Benefits above shall not be made or provided. Prior to the Effective TimeClosing Date, the Company shall deliver to Parent Merger Sub evidence reasonably satisfactory to Parent that a vote of the Members and/or such other Persons entitled to vote Company’s stockholders was solicited in accordance with the foregoing provisions of this Section 5.16 6.3 and that either (i) the requisite number of stockholder votes of the Members and/or such other Persons entitled to vote was obtained with respect to any the Waived 280G Benefits (the “280G Approval”) ), or (ii) that the 280G Approval was not obtained, and, as a consequence, any the Waived 280G Benefits have not been and shall not be made or provided.

Section 280G Approval. If required any Transaction could, in Seller’s reasonable good faith judgment, reasonably be expected to avoid constitute a “change in ownership or control” (within the imposition meaning of excise Taxes under Treas. Reg. Section 4999 1.280G-1, Q/A-2(b)) of the Code or the loss of deduction under Section 280G of the Code with respect to Company and any payment or benefit in connection with the transactions contemplated by this Agreement, the Company will (a) no later than four (4) Business Days prior to the Closing Date, solicit from each “disqualified individual” (as defined in within the meaning of Section 280G(c) of the Code) who with respect to the Company has received or may reasonably be expected the right to receive or retain any payment payments or benefits that would could constitute a “parachute paymentpayments” (within the meaning of Section 280G(b)(2)(A) of the Code), then the Company shall (a) solicit and use commercially reasonable efforts to obtain from each such individual a waiver of such disqualified individual’s rights to receive or retain some or all of such payments or and benefits (the “Waived 280G Benefits” and, each such waiver, a “280G WaiverPayments”) so that all any remaining payments and/or benefits, if any, shall and benefits will not be “excess parachute payments,” (within the meaning of Section 280G of the Code) and (b) no later than two (2) Business Days prior with respect to the Closing Date each individual who agrees to such waiver, submit to a vote of holders of the Members and/or such other Persons equity interests of the Company entitled to vote (on such matters, in a the manner which satisfies all applicable requirements of required under Section 280G(b)(5)(B280G(b)(5) of the Code and the Treasury Regulations regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations) the rights right of any such “disqualified individual” individual to receive or retain the Waived 280G BenefitsPayments. No later than three (3) Business Days calendar days prior to soliciting 280G Waivers from the “disqualified individuals,” the Company such waivers and approval, Seller shall provide drafts of such waivers and disclosure and approval materials to Parent Purchaser and its counsel for its review and approvalcomment, which comments will be considered in good faith by Seller. If any of To the Waived 280G Benefits fail to be approved by the Members and/or such other Persons entitled to vote contemplated aboveextent applicable, such Waived 280G Benefits shall not be made or provided. Prior prior to the Effective TimePrincipal Closing Date, the Company Seller shall deliver to Parent Purchaser evidence reasonably satisfactory to Parent that a vote of holders of the Members and/or such other Persons entitled to vote equity interests of the Company was solicited in accordance with the foregoing provisions of this Section 5.16 280G(b)(5) of the Code and the regulations thereunder and that either (i) the requisite number of votes of holders of the Members and/or such other Persons entitled to vote equity interests of the Company was obtained with respect to any the Waived 280G Benefits (the “280G Approval”) Payments or (ii) the 280G Approval such requisite number of votes was not obtained, obtained and, as a consequenceresult, any no Waived 280G Benefits shall not Payments will be made retained, made, or provided.

Section 280G Approval. If required to avoid As soon as reasonably practicable following the imposition date of excise Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payment or benefit in connection with the transactions contemplated by this Agreement, the Company will (a) but in no event later than four five (45) Business Days prior to the Closing Date, solicit the Company shall use its commercially reasonable efforts to (i) obtain waivers from each “disqualified individual” (as defined in Section 280G(c) of the Code) Person who has received a right to any payments and/or benefits as a result of or may reasonably be expected to receive any payment or benefits in connection with the transactions contemplated by this Agreement that would be deemed to constitute a “parachute paymentpayments” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) a waiver of Code and as to which such disqualified individual’s Person waives his or her rights to some or all of such payments or and/or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) applicable to such Person so that all remaining payments and/or benefits, if any, benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) ), and (bii) no later than two following the execution of the waivers described in clause (2) Business Days prior i), solicit the approval of the stockholders of the Company to the Closing Date submit to a vote of extent and in the Members and/or such other Persons entitled to vote (in a manner which satisfies all applicable requirements of required under Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations) the rights of any such “disqualified individual” to receive the Waived 280G Benefits. No later than three (3) Business Days prior Prior to soliciting 280G Waivers from the “disqualified individuals,” such waivers and approvals, the Company shall provide drafts of such waivers and disclosure such stockholder approval materials to the Parent for its the Parent’s review and approval, which such approval shall not be unreasonably withheld, conditioned or delayed. If To the extent any of the Waived 280G Benefits fail to be were not approved by the Members and/or such other Persons entitled to vote equity holders of the Company as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Effective TimeClosing Date, the Company shall deliver to the Parent evidence reasonably satisfactory to Parent that a vote of the Members and/or such other Persons entitled to vote stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 5.16 5.08 and that either (iA) the requisite number of votes of the Members and/or such other Persons entitled to vote was were obtained with respect to any the Waived 280G Benefits (the “280G Approval”) ), or (iiB) that the 280G Approval was not obtained, and, as a consequence, any the Waived 280G Benefits shall not be made or provided.

Section 280G Approval. If required to avoid As soon as reasonably practicable following the imposition of excise Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payment or benefit date hereof, but in connection with the transactions contemplated by this Agreement, the Company will (a) no event later than four (4) five Business Days prior to the Closing Date, solicit AP Hostess Holdings shall (a) solicit, and use commercially reasonable efforts to secure, from each “disqualified individual” (as defined in Section 280G(c) of the Code) Person who has received a right to any payments and/or benefits or may reasonably be expected potential right to receive any payment payments and/or benefits as a result of or benefits in connection with the transactions contemplated herein that would be deemed to constitute a “parachute paymentpayments” (within the meaning of Section 280G(b)(2)(A) 280G of the CodeCode and the regulations promulgated thereunder (“Section 280G”)) a waiver of such disqualified individualPerson’s rights to some or all of any such payments or and/or benefits, including any potential payments and/or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) applicable to such Person so that all remaining payments and/or benefits, if any, benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) G); and (b) no later than two (2) if a waiver of Section 280G is obtained, solicit, and use commercially reasonable efforts to secure, at least three Business Days prior to the Closing Date submit Date, the approval of its stockholders, to a vote of the Members and/or such other Persons entitled to vote (extent and in a the manner which satisfies all applicable requirements of Section required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations) the rights of in order to pay any such “disqualified individual” to receive the Waived 280G Benefits. No later than three (3) Business Days prior to soliciting 280G Waivers from the “disqualified individuals,” the Company AP Hostess Holdings shall provide drafts of such waivers and such stockholder approval materials, including disclosure materials documents, to Parent the Buyer for its review and comment at least three Business Days prior to obtaining such waivers and soliciting such approval. If any None of the Waived 280G Benefits fail to shall be made if they are not approved by the Members and/or such other Persons entitled to vote stockholders of AP Hostess Holdings as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Effective TimeClosing Date, the Company AP Hostess Holdings shall deliver to Parent the Buyer evidence reasonably satisfactory to Parent that a vote of the Members and/or such other Persons entitled to vote its stockholders was solicited in accordance with the foregoing provisions of this Section 5.16 6.22 and that either (i) the requisite number of stockholder votes of the Members and/or such other Persons entitled to vote was obtained with respect to any the Waived 280G Benefits (the “280G Approval”) ); or (ii) that the 280G Approval was not obtained, and, as a consequence, any the Waived 280G Benefits have not been and shall not be made or provided.

Section 280G Approval. If required to avoid To the imposition of excise Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to extent that any payment or benefit in connection with the transactions contemplated by this Agreement, the Company will (a) no later than four (4) Business Days prior to the Closing Date, solicit from each “disqualified individual” (as defined in within the meaning of Section 280G(c) of the CodeCode and the regulations thereunder) who has received or may reasonably be expected the right to receive any payment payments or benefits that would could be deemed to constitute a “parachute paymentpayments” (within the meaning of Section 280G(b)(2)(A) of the CodeCode and the regulations thereunder), then, the Company will: (a) no later than five (5) Business Days prior to the Closing Date, request that each such “disqualified individual” agree to a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all any remaining payments and/or benefits, if any, benefits shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) Code and the regulations thereunder); and (b) no later than two (2) Business Days prior to the Closing Date Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the Members and/or such other Persons holder of the equity interests of the Company entitled to vote (on such matters, in a the manner which satisfies all applicable requirements of required under Section 280G(b)(5)(B280G(b)(5) of the Code and the Treasury Regulations regulations promulgated thereunder, along with adequate disclosure intended to satisfy such requirements (including Q-7 Q&A 7 of Section 1.280G-1 of such Treasury Regulations) regulations), the rights right of any such “disqualified individual” to receive the Waived 280G Benefits. No Prior to, and in no event later than three two (32) Business Days prior to soliciting 280G Waivers from the “disqualified individuals,” such waivers and approval, the Company shall provide drafts of such waivers and disclosure approval materials to Parent Buyer for its review and approvalcomment and shall give due consideration to any changes thereto that are reasonably requested in good faith by Buyer. If any No later than two (2) Business Days prior to soliciting the waivers, the Company shall provide Buyer with the calculations and related documentation used by the Company to determine whether and to what extent the vote described in this Section 6.7 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Waived 280G Benefits fail to be approved by the Members and/or such other Persons entitled to vote contemplated above, such Waived 280G Benefits shall not be made or providedCode. Prior to the Effective TimeClosing Date, the Company shall deliver to Parent Buyer evidence reasonably satisfactory to Parent that a vote of the Members and/or such other Persons entitled to vote stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 5.16 and that either (i) whether the requisite number of votes of the Members and/or such other Persons entitled to vote stockholders of the Company was obtained with respect to any the Waived 280G Benefits (or whether the “280G Approval”) or (ii) vote did not pass and the 280G Approval was not obtained, and, as a consequence, any Waived 280G Benefits shall will not be made paid or providedretained.

Section 280G Approval. If required to avoid the imposition of excise Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payment or benefit in connection with the transactions contemplated by this Agreement, the Company will (a) no later than four (4) Business Days prior Prior to the Closing Date, solicit the Company shall use reasonable best efforts to obtain valid waivers (collectively, the “Parachute Payment Waivers”) from each holder of Units who is a “disqualified individual” (as defined in Section 280G(c) of the Code) who has received or may reasonably be expected 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 (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code) and who is entitled to any payments and/or benefits that, separately or in the aggregate, would constitute “parachute payments,” within the meaning of Section 280G(b)(2) of the Code (b) no later than two (2) Business Days prior “Waived 280G Benefits”), and shall submit to its shareholders for approval to the Closing Date submit to a vote of the Members and/or such other Persons entitled to vote (extent and in a manner which satisfies all applicable requirements of intended to be consistent with Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 all or a portion of such Treasury Regulationspayments and/or benefits. The form of the disqualified individuals waivers shall be subject to reasonable review and approval (which will not be unreasonably delayed, conditioned or withheld) the rights of any such “disqualified individual” to receive the Waived 280G Benefitsby Parent. No later Not less than three (3) Business Days days prior to soliciting 280G Waivers from the distribution of any materials to shareholders or “disqualified individuals,” (within the meaning of Code Section 280G) in connection with the Parachute Payment Waivers and vote described in this Section 7.16, the Company shall provide drafts of such waivers and disclosure materials to Parent for its reasonable review and approvalapproval (which will not be unreasonably delayed, conditioned or withheld) a copy of all such materials and a copy of its Code Section 280G calculations. If any Any of the Waived 280G Benefits which fail to be approved by the Members and/or such other Persons entitled to vote shareholders of the Company as contemplated above, such Waived 280G Benefits above shall not be made or provided. Prior to the Effective TimeClosing Date, the Company shall deliver to the Parent evidence reasonably satisfactory to Parent that a vote of the Members and/or such other Persons entitled to vote Company’s shareholders was solicited in accordance with the foregoing provisions of this Section 5.16 7.16 and that either (ia) the requisite number of shareholder votes of the Members and/or such other Persons entitled to vote was obtained with respect to any the Waived 280G Benefits (the “280G Approval”) or (iib) that the 280G Approval was not obtained, and, as a consequence, any the Waived 280G Benefits have not been and shall not be made or provided.

Section 280G Approval. If required to avoid The Company shall, or shall cause Shine to, as soon as practicable following the imposition date of excise Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payment or benefit this Agreement and in connection with the transactions contemplated by this Agreement, the Company will (a) no event later than four (4) 10 Business Days prior to the Closing Date, solicit (i) use its reasonable best efforts to secure from each “disqualified individual” (as defined in Section 280G(c) of the Code) Person who has received a right to any payments or may reasonably be expected benefits or potential right to receive any payment payments or benefits that would be deemed to 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 (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code) a waiver, subject to the approval described in clause (ii), of such Person’s rights to all of such parachute payments that are equal to or in excess of three times such Person’s “base amount” (within the meaning of Section 280G of the Code) less one dollar (the “Waived 280G Benefits”) and (bii) no later than two (2) Business Days prior solicit the approval of the stockholders of Shine, to the Closing Date submit to a vote of extent and in the Members and/or such other Persons entitled to vote (in a manner which satisfies all applicable requirements of required under Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations) the rights of any such “disqualified individual” to receive the Waived 280G Benefits. No later than three (3) five Business Days prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to Parent for its review and approval. If any of the Waived 280G Benefits fail to be approved by the Members and/or such other Persons entitled to vote contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Effective TimeClosing Date, the Company shall, or shall cause Shine to, deliver to Parent evidence reasonably satisfactory Driven (and to Parent that Driven’s legal counsel) a vote of the Members and/or such other Persons entitled to vote was solicited in accordance with the foregoing provisions of this Section 5.16 and written certification that either (iA) the requisite number of votes of the Members and/or such other Persons entitled to vote was obtained with respect to any the Waived 280G Benefits (the “280G Approval”) or (iiB) the 280G Approval was not obtained, obtained and, as a consequence, any Waived 280G Benefits have not been and shall not be made or provided, and any previously paid or provided Waived 280G Benefits shall be returned or recovered. Not less than three Business Days prior to distributing any material relating to such vote (including any waivers, consents or disclosure statements), the Company shall, or shall cause Shine to, provide Driven with drafts of such materials (which shall be subject to Driven’s reasonable review and comment) along with its analysis under Section 280G of the Code. Nothing in this Section 5.9 shall be construed as requiring any specific outcome to the vote described herein.

Section 280G Approval. If required to avoid the imposition of excise Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payment or benefit in connection with the transactions contemplated by this Agreement, the Company will (a) no later than four (4) two Business Days prior to the Closing Date, solicit from each “disqualified individual” (as defined in Section 280G(c) of the Code) who has received or may reasonably be expected to receive any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A280G(b)(2)(a) of the Code) a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) no later than two one (21) Business Days Day prior to the Closing Date Date, with respect to each individual who provides a duly executed 280G Waiver, submit to a vote of the Members and/or such other Persons entitled to shareholder vote (in a manner which satisfies all applicable along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B280G(b)(5)(B)(ii) of the Code and the Treasury Regulations any regulations promulgated thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations) the rights of any such “disqualified individual” to receive the Waived 280G Benefits. No later than three (3) Business Days prior Prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to Parent Acquirer for its review and approvalapproval (which approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by the Members and/or such other Persons entitled to vote Company’s shareholder as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Effective Time, the Company shall deliver to Parent Acquirer evidence reasonably satisfactory to Parent Acquirer that a vote of the Members and/or such other Persons entitled to vote Company’s shareholders was solicited in accordance with the foregoing provisions of this Section 5.16 7.14 and that either (i) the requisite number of votes of the Members and/or such other Persons entitled to vote Company’s shareholders was obtained with respect to any Waived 280G Benefits (the “280G Approval”) or (ii) the 280G Approval was not obtained, and, as a consequence, any Waived 280G Benefits shall not be made or provided.

Section 280G Approval. If required Prior to avoid the imposition Closing, the Company will use commercially reasonable efforts to (a) request from each Person who is a “disqualified individual” within the meaning of excise Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect (collectively, the “Waivers”) and who has a right to any payment payments or benefit benefits as a result of or in connection with the transactions contemplated by this Agreement, the Company will (a) no later than four (4) Business Days prior to the Closing Date, solicit from each “disqualified individual” (as defined in Section 280G(c) of the Code) who has received or may reasonably be expected to receive any payment or benefits herein that would be deemed to constitute a “parachute paymentpayments” (within the meaning of Section 280G(b)(2)(A) 280G of the Code) , a waiver of such disqualified individualPerson’s rights to some or all of such payments or benefits (the “Waived 280G Benefits” and, each applicable to such waiver, a “280G Waiver”) Person so that all remaining payments and/or benefits, if any, shall or benefits applicable to such Person will not be deemed to be parachute payments (collectively, the “excess parachute payments” (within the meaning of Section 280G of the Code) Waived Payments”), and (b) no later than two following the execution of any Waivers described in clause (2) Business Days prior to a), solicit the Closing Date submit to a vote approval of the Members and/or such other Persons entitled to vote (equity holders of AHS HoldCo, Inc. in a manner which satisfies all applicable requirements of that complies with Section 280G(b)(5)(B) of the Code and (the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations) the rights of any such “disqualified individual” to receive the Waived 280G BenefitsShareholder Vote”). No later than three At least five (35) Business Days prior to soliciting 280G Waivers from requesting the “disqualified individuals,” Waivers, the Company shall provide drafts of such waivers all waivers, consents, disclosures, and disclosure materials calculations prepared in connection with the actions described in this Section 6.07 to Parent Buyer and its counsel for its review and approval. If any of the Waived 280G Benefits fail to be approved by the Members and/or comment and shall consider such other Persons entitled to vote contemplated above, such Waived 280G Benefits shall not be made or providedcomments in good faith. Prior to the Effective TimeClosing, the Company shall deliver to Parent Buyer and its counsel evidence reasonably satisfactory to Parent that a vote of the Members and/or such other Persons entitled to vote an effective 280G Shareholder Vote was solicited in accordance with the foregoing provisions of this Section 5.16 and that either (ia) the requisite number of votes of the Members and/or such other Persons entitled to shareholder vote was obtained or (b) the requisite shareholder vote was not obtained and no Waived Payments shall be made. Notwithstanding anything to the contrary in this Section 6.07 or otherwise contained herein, to the extent Buyer has provided materially inaccurate information, or Buyer’s omission of material information has resulted in materially inaccurate information, with respect to any Waived 280G Benefits (the “280G Approval”) payments made or (ii) the 280G Approval was not obtained, and, as a consequence, any Waived 280G Benefits shall not to be made or providedbenefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by Buyer or its Affiliates, this Section 6.07 will not be deemed to have been breached by the Company to the extent any such breach was caused by such materially inaccurate or omitted information.

Section 280G Approval. If required to avoid the imposition of excise Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payment or benefit in connection with the transactions contemplated by this AgreementThe Company shall, the Company will (a) no later than four three (43) Business Days days prior to the Closing Date, solicit use commercially reasonable efforts (which shall not require payment of consideration from each the Company to any “disqualified individual” within the meaning of Code Section 280G(c) and the regulations thereunder) to (a) secure from each Person who is a disqualified individual and has a right to any payments and/or benefits or potential right to any payments and/or benefits under any Company Benefit Plan or otherwise that could reasonably be deemed to constitute “parachute payments” within the meaning of Code Section 280G (“Section 280G Payments”) a waiver, subject to the approval described in clause (b), of such Person’s rights to the portion or all of such Section 280G Payments that exceed 2.99 times such Person’s “base amount” (as defined in Code Section 280G(c280G(b)(3)) of the Code) who has received or may reasonably be expected 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 (portion, the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) no later than two (2) Business Days prior solicit the approval of the stockholders of the Company, to the Closing Date submit to a vote of extent and in the Members and/or such other Persons entitled to vote (in a manner which satisfies all applicable requirements of required under Code Section 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations) the rights of any such “disqualified individual” to receive the Waived 280G Benefits. No later than three (3) Business Days prior to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure materials to Parent for its review and approval. If any Any of the Waived 280G Benefits which fail to be approved by the Members and/or such other Persons entitled to vote stockholders of the Company as contemplated above, such Waived 280G Benefits above shall not be made or provided. Prior to the Effective TimeClosing Date, if the requisite waivers are obtained, the Company shall deliver to Parent Buyer evidence reasonably satisfactory to Parent that a vote of the Members and/or such other Persons entitled to vote Company’s stockholders was solicited in accordance with the foregoing provisions of this Section 5.16 7.10 and that either (i) the requisite number of stockholder votes of the Members and/or such other Persons entitled to vote was obtained with respect to any the Waived 280G Benefits (the “280G Approval”) ), or (ii) that the 280G Approval was not obtained, and, as a consequence, any the Waived 280G Benefits have not been and shall not be made or provided. At least three (3) days prior to distributing any materials to the stockholders of the Company or any other Person in connection with its obligations under this Section 7.10 the Company shall provide copies of such materials to Buyer for its review and comment, and shall consider in good faith and not unreasonably omit any of Buyer’s requested changes or comments (and Buyer agrees to provide any such comments promptly after its receipt of such materials).

Section 280G Approval. If required to avoid To the imposition extent that the Company determines that any Person who is a “disqualified individual” (within the meaning of excise Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect Code, hereinafter “Section 280G”)) would have a right to any payment payments and/or benefits as a result of or benefit in connection with the transactions contemplated by 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, the Company will (a) but in no event later than four five (45) Business Days prior to the Closing Date, the Company shall (i) solicit waivers from each “disqualified individual” (such Person as defined in Section 280G(c) of the Code) who has received to which such Person shall agree to waive his or may reasonably be expected 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 her rights to some or all of such payments or and/or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) applicable to such Person so that all remaining payments and/or benefits, if any, benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G G), and (ii) solicit the approval of the Codestockholders of the Company to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and (b) no later than two (2) Business Days prior to the Closing Date submit to a vote of the Members and/or such other Persons entitled to vote (in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations) the rights of any such “disqualified individual” to receive the Waived 280G Benefits. No later than three (3) Business Days prior Prior to soliciting 280G Waivers from the “disqualified individuals,” such waivers and approvals, the Company shall provide drafts of such waivers waiver and disclosure such stockholder approval materials to Parent for its review and approvalParent’s review. If To the extent any of the Waived 280G Benefits fail to be are not so approved by the Members and/or such other Persons entitled to vote stockholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Effective TimeClosing Date, the Company shall deliver to Parent evidence reasonably satisfactory to Parent that a vote of the Members and/or such other Persons entitled to vote stockholders was solicited in accordance with the foregoing provisions of this Section 5.16 6.13 and that either (iA) the requisite number of stockholder votes of the Members and/or such other Persons entitled to vote was were obtained with respect to any the Waived 280G Benefits (the “280G Approval”) ), or (iiB) that the 280G Approval was not obtained, and, as a consequence, any the Waived 280G Benefits shall not be made or provided.

Section 280G Approval. If required Blocker Seller shall cause Blocker to avoid the imposition of excise Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payment or benefit in connection with the transactions contemplated by this Agreement, the Company will (a) no later than four (4) five Business Days prior to the Closing Date, solicit use commercially reasonable efforts to obtain from each “"disqualified individual” " (as defined in within the meaning of Section 280G(c) of the Code) who has received or may reasonably be expected ), 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 's rights to some or all of such payments or benefits 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” and"), each such waiverto the extent necessary, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be “deemed to be "excess parachute payments” " (within the meaning of Section 280G of the Code) and (b) no later than two (2) Business Days prior to the Closing Date Date, with respect to each individual who agrees to the waiver described in clause (a), submit to a vote of the Members and/or such other Persons entitled to vote (stockholder vote, in a manner which satisfies all applicable intended to satisfy the requirements of Section 280G(b)(5)(B280G(b)(5) of the Code and the Treasury Regulations any regulations promulgated thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations) the rights right of any such “"disqualified individual” " to receive the Waived 280G Benefits. No later than three (3) Business Days prior Blocker Seller shall cause Blocker to soliciting 280G Waivers from the “disqualified individuals,” the Company shall provide drafts of such waivers and disclosure approval materials to Parent Buyer for its reasonable review and comment no later than two Business Days prior to soliciting such waivers and soliciting such approval. If any of the Waived 280G Benefits fail to be approved by the Members and/or such other Persons entitled to vote contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Effective TimeClosing, the Company if any waiver described in clause (a) above is actually obtained, Blocker Seller shall deliver to Parent Buyer evidence reasonably satisfactory acceptable to Parent Buyer that a vote of the Members and/or such other Persons entitled to vote applicable stockholders was solicited in accordance with the foregoing provisions of this Section 5.16 and that either (i) the requisite number of votes of the Members and/or such other Persons entitled to vote applicable stockholders was obtained with respect to any the Waived 280G Benefits (the “"280G Approval”") or (ii) the 280G Approval was not obtained, and, as a consequence, any Waived 280G Benefits shall not be made or provided.

Section 280G Approval. If required to avoid the imposition of excise Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payment or benefit in connection with the transactions contemplated by this AgreementThe Acquired Companies, the Company will as applicable, shall (a) no later than four ten (410) Business Days prior to the Closing Date, solicit from each “disqualified individual” (as defined in within the meaning of Section 280G(c) of the Code) who has received or may reasonably would otherwise be expected entitled 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 (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) no later than two five (25) Business Days prior to the Closing Date Date, with respect to each individual who agrees to the waivers described in clause (a), submit to a vote of the Members and/or such other Persons entitled to vote (in a manner which satisfies all applicable requirements of accordance with Section 280G(b)(5)(B280G(b)(5)(B)(i) of the Code and the Treasury Regulations thereunder, including Q-7 regulations promulgated thereunder (along with adequate disclosure satisfying the requirements of Section 1.280G-1 280G(b)(5)(B)(ii) of such Treasury Regulationsthe Code and the regulations promulgated thereunder) the rights right of any such “disqualified individual” to receive the Waived 280G Benefits. No later than three Benefits (3) Business Days prior to soliciting the “280G Waivers from the “disqualified individuals,” the Company Vote”). The Acquired Companies shall provide drafts of such waivers and disclosure materials approval materials, and any related calculations, to Parent 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 soliciting such approval. If any of the Waived 280G Benefits fail to be approved by the Members and/or such other Persons entitled to vote as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Effective TimeClosing, the Company Acquired Companies shall deliver to Parent the Purchaser evidence reasonably satisfactory acceptable to Parent the Purchaser that a vote of the Members and/or such other Persons entitled to vote 280G Vote was solicited in accordance with the foregoing provisions of this Section 5.16 7.9 and that either (i) the requisite number of votes of the Members and/or such other Persons entitled to vote Acquired Companies’ equityholders was obtained with respect to any 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 (ii) the 280G Approval was not obtained, and, as a consequence, any the Waived 280G Benefits shall not be made or provided.

Section 280G Approval. If required to avoid As soon as reasonably practicable following the imposition of excise Taxes under Section 4999 of the Code or the loss of deduction under Section 280G of the Code with respect to any payment or benefit date hereof, but in connection with the transactions contemplated by this Agreement, the Company will (a) no event later than four (4) five Business Days prior to the Closing Date, the Company shall (a) solicit from each “disqualified individual” (as defined in Section 280G(c) of the Code) Person who has received a right to any payments and/or benefits or may reasonably be expected potential right to receive any payment payments and/or benefits, as a result of or benefits in connection with the transactions contemplated herein that would be deemed to constitute a “parachute paymentpayments” (within the meaning of Code Section 280G(b)(2)(A) of 280G and the Coderegulations promulgated thereunder (hereafter, “Section 280G”)) a waiver of such disqualified individualPerson’s rights to some or all of any such payments or and/or benefits (the “Waived 280G Benefits” and, each such waiver, a “280G Waiver”) applicable to such Person so that all remaining payments and/or benefits, if any, benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) G); and (b) no later than two (2) if a waiver of Section 280G is obtained, solicit, at least three Business Days prior to the Closing Date submit to a vote Date, the approval of the Members and/or such other Persons entitled securityholders of the Company, to vote (the extent and in a the manner which satisfies all applicable requirements of Section required under Code Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations regulations promulgated thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations) the rights of in order to pay any such “disqualified individual” to receive the Waived 280G Benefits. No later than three (3) Business Days prior to soliciting 280G Waivers from the “disqualified individuals,” the The Company shall provide drafts of such waivers and disclosure such securityholder approval materials to Parent Buyer for its review review, comment and approval prior to obtaining such waivers and soliciting such approval. If The Company shall not pay any of the Waived 280G Benefits fail to be if such payment is not approved by the Members and/or such other Persons entitled to vote securityholders as contemplated above, such Waived 280G Benefits shall not be made or provided. Prior to the Effective TimeClosing Date, the Company shall deliver to Parent Buyer evidence reasonably satisfactory to Parent that a vote of the Members and/or such other Persons entitled to vote securityholders was solicited in accordance with the foregoing provisions of this Section 5.16 4.14 and that either (ix) the requisite number of securityholder votes of the Members and/or such other Persons entitled to vote was obtained with respect to any the Waived 280G Benefits (the “280G Approval”) ); or (iiy) the 280G Approval was not obtained, and, as a consequence, any the Waived 280G Benefits have not been and shall not be made or provided.