Common use of Section 280G Approval Clause in Contracts

Section 280G Approval. If the Company is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments, that will not be deductible under Section 280G of the Code if the approval requirements of Section 280G(b)(5)(B) of the Code are not satisfied, then the Company shall use its commercially reasonable efforts to obtain such approval as promptly as is practicable after the date hereof and in any event prior to the Closing.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Revolution Lighting Technologies, Inc.), Membership Interest Purchase Agreement (Revolution Lighting Technologies, Inc.)

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Section 280G Approval. If the Company is obligated to make any payments, or is a party to any agreement Company Contract that under certain circumstances could obligate it to make any payments, that will not be deductible under Section 280G of the Code if the stockholder approval requirements of Section 280G(b)(5)(B) of the Code are not satisfied, then the Company shall use its commercially reasonable efforts to obtain such stockholder approval as promptly as is practicable after the date hereof this Agreement Date and in any event prior to the ClosingClosing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Entrust Inc)

Section 280G Approval. If the Company is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments, that will not be deductible under Section 280G of the Code if the stockholder approval requirements of Section 280G(b)(5)(B) of the Code are not satisfied, then the Company shall use its commercially reasonable efforts to obtain such stockholder approval as promptly as is practicable after the date hereof and in any event prior to the Closing.

Appears in 1 contract

Samples: Share Purchase Agreement (Marchex Inc)

Section 280G Approval. If the Company is obligated to make any payments, or is a party to any agreement Company Contract that under certain circumstances could obligate it to make any payments, that will not be deductible under Section 280G of the Code if the stockholder approval requirements of Section 280G(b)(5)(B) of the Code are not satisfied, then the Company shall use its commercially reasonable best efforts to obtain such stockholder approval as promptly as is practicable after the date hereof and in any event prior to the ClosingClosing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smith Micro Software Inc)

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Section 280G Approval. If the Company or any of its Subsidiaries is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments, that will not be deductible under Section 280G of the Code if the stockholder approval requirements of Section 280G(b)(5)(B) of the Code are not satisfied, then the Company shall use its commercially reasonable efforts to obtain such approval as promptly as is practicable the Shareholder Approval (defined in Section 10.10 below) after the date hereof and in any event prior to the ClosingEffective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mercury Computer Systems Inc)

Section 280G Approval. If the Company is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments, that will not be deductible under Section 280G of the Code if the stockholder approval requirements of Section 280G(b)(5)(B) of the Code are not satisfied, then the Company shall use its commercially reasonable efforts to obtain such stockholder approval as promptly as is practicable after the date hereof and in any event prior to the ClosingClosing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harris Stratex Networks, Inc.)

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