Section 280G Approval. If, in Parent’s reasonable belief, any Contract or arrangement to which the Company is a party would be reasonably likely to give rise to or has given rise to the payment of any amount that would not be deductible pursuant to Section 280G of the Code, such amount shall have been subject to a vote by the Company Stockholders as required by Section 5.12(b), and, as required by Section 5.12(a), any “disqualified individuals” (as defined in Section 280G of the Code) shall have agreed to, and shall, forfeit any payments that would be non-deductible if the stockholder approval described in Section 5.12(b) is not obtained.
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Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (MINDBODY, Inc.)
Section 280G Approval. If, in ParentAcquiror’s reasonable belief, any Contract or arrangement to which the Company is a party would be reasonably likely to give rise to or has given rise to the payment of any amount that would not be deductible pursuant to Section 280G of the Code, such amount shall have been subject to a vote by the Company Stockholders as required by Section 5.12(b7.11(d), and, as required by Section 5.12(a7.11(c), any “disqualified individuals” (as defined in Section 280G of the Code) shall have agreed to, and shall, forfeit any payments that would be non-deductible if the stockholder approval described in Section 5.12(b7.11(d) is not obtained.
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Samples: Agreement and Plan of Reorganization (Magma Design Automation Inc)
Section 280G Approval. If, in Parent’s reasonable belief, any Contract or arrangement to which the Company is a party would be reasonably likely to give rise to or has given rise to the payment of any amount that would not be deductible pursuant to Section 280G of the Code, such amount shall have been subject to a vote by the Company Stockholders as required by Section 5.12(b5.13(b), and, as required by Section 5.12(a5.13(a), any “disqualified individuals” (as defined in Section 280G of the Code) shall have agreed to, and shall, forfeit any payments that would be non-deductible if the stockholder approval described in Section 5.12(b5.13(b) is not obtained.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wright Medical Group N.V.)
Section 280G Approval. If, in Parent’s reasonable Acquiror's belief, any Contract or arrangement to which the Company is a party would be reasonably likely to give rise to or has given rise to the payment of any amount that would not be deductible pursuant to Section 280G of the Code, such amount shall have been subject to a vote by the Company Stockholders Shareholders as required by Section 5.12(b5.11(d), and, as required by Section 5.12(a5.11(c), any “"disqualified individuals” " (as defined in Section 280G of the Code) shall have agreed to, and shall, forfeit any payments that would be non-deductible if the stockholder shareholder approval described in Section 5.12(b5.11(d) is not obtained.
Appears in 1 contract
Section 280G Approval. If, in ParentAcquiror’s reasonable belief, any Contract or arrangement to which the Company is a party would be reasonably likely to give rise to or has given rise to the payment of any amount that would not be deductible pursuant to Section 280G of the Code, such amount shall have been subject to a vote by the Company Stockholders as required by Section 5.12(b7.11(d), and, as required by Section 5.12(a7.11(c), any “disqualified individuals” (as defined in Section 280G of the Code) shall have agreed to, and shall, forfeit any payments that would be non-deductible if the stockholder approval described in Section 5.12(b7.11(d) is not obtained.
Appears in 1 contract
