Common use of Section 280G Approval Clause in Contracts

Section 280G Approval. The 280G Proposal shall have been subject to a vote by the Company Shareholders as required by Section 5.11(d), and, as required by Section 5.11(c), each “disqualified individual” set forth on Schedule 5.11(c) of the Company Disclosure Letter shall have agreed to, and shall, forfeit any payments that would be non-deductible if the shareholder approval described in Section 5.11(d) is not obtained.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Covad Communications Group Inc)

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Section 280G Approval. The 280G Proposal shall have been subject to a vote by the Company Shareholders as required by Section 5.11(d5.5(c), and, as required by Section 5.11(c), and each “disqualified individual” set forth on Schedule 5.11(c5.5(d) of the Company Disclosure Letter Schedule shall have agreed pursuant to the terms of the Parachute Payment Waiver, to, and shall, forfeit any payments that would be non-deductible if the shareholder approval described in Section 5.11(d5.5(c) is not obtained.

Appears in 1 contract

Samples: Acquisition Agreement (Amn Healthcare Services Inc)

Section 280G Approval. The 280G Proposal shall have been subject to a vote by the Company Shareholders Stockholders as required by Section 5.11(d)5.5, and, as required by Section 5.11(c), and each “disqualified individual” set forth on Schedule 5.11(c5.5(e) of the Company Disclosure Letter shall have agreed pursuant to the terms of the Parachute Payment Waiver, to, and shall, forfeit any payments that would be non-deductible if the shareholder stockholder approval described in Section 5.11(d) 5.5 is not obtained.

Appears in 1 contract

Samples: Merger Agreement (Vonage Holdings Corp)

Section 280G Approval. The 280G Proposal shall have been subject to a vote by the Company Shareholders as required by Section 5.11(d), and, as required by Section 5.11(c), each "disqualified individual" set forth on Schedule 5.11(c) of the Company Disclosure Letter shall have agreed pursuant to the Parachute Payment Waiver to, and shall, forfeit any payments that would be non-deductible if the shareholder approval described in Section 5.11(d) is not obtained.

Appears in 1 contract

Samples: Merger Agreement (Symantec Corp)

Section 280G Approval. The 280G Proposal shall have been subject to a vote by the Company Shareholders Stockholders as required by Section 5.11(d), and, as required by Section 5.11(c), each "disqualified individual" set forth on Schedule 5.11(c) of the Company Disclosure Letter shall have agreed pursuant to the terms of the Parachute Payment Waiver, to, and shall, forfeit any payments that would be non-deductible if the shareholder stockholder approval described in Section 5.11(d) is not obtained.

Appears in 1 contract

Samples: Merger Agreement (Covad Communications Group Inc)

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Section 280G Approval. The 280G Proposal Proposal, if applicable, shall have been subject to a vote by the Company Shareholders Stockholders as required by Section 5.11(d)7.12 hereof, and, as required by Section 5.11(c), and each “disqualified individual” set forth on Schedule 5.11(c) as referred to in Section 7.11 hereof shall have, if applicable, agreed pursuant to the terms of the Company Disclosure Letter shall have agreed Parachute Payment Waiver, to, and shall, forfeit any payments that would be non-deductible if the shareholder stockholder approval described in Section 5.11(d) is not obtained.

Appears in 1 contract

Samples: Asset Purchase Agreement (Celsion CORP)

Section 280G Approval. The 280G Proposal shall have been subject to a vote by the Company Shareholders Stockholders as required by Section 5.11(d)5.5, and, as required by Section 5.11(c), and each “disqualified individual” set forth on Schedule 5.11(cwith respect to the Company or any of its Affiliates (within the meaning of Section 280G(c) of the Company Disclosure Letter Code and the regulations thereunder) shall have agreed pursuant to the terms of the Parachute Payment Waiver, to, and shall, forfeit any payments that would be non-deductible if the shareholder stockholder approval described in Section 5.11(d) 5.5 is not obtained.

Appears in 1 contract

Samples: Merger Agreement (Vonage Holdings Corp)

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