Common use of Section 280G Approval Clause in Contracts

Section 280G Approval. Prior to the Closing, the Company shall submit to its stockholders for approval, meeting the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and final regulations thereunder, payments and/or benefits that may separately or in the aggregate, constitute “parachute payments,” within the meaning of Section 280G(b)(2) of the Code and the applicable rulings and final regulations thereunder (“Section 280G Payments”), such that the deduction of such payments and benefits will not be limited by the application of Section 280G of the Code and the applicable rulings and final regulations thereunder. Prior to Closing, the Company shall deliver to Parent certification that (i) the Company stockholder vote was solicited in conformity with Section 280G(b)(5)(B) of the Code and the applicable rulings and final regulations thereunder and the requisite Company stockholder approval was obtained with respect to any Section 280G Payments that were subject to the Company stockholder vote, or (ii) that the Company stockholder approval of Section 280G Payments was not obtained and as a consequence, that such payments and/or benefits shall not be made or provided to the extent that they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers (as applicable) of those payments and/or benefits duly executed by the affected individuals prior to the Company stockholder vote. The Company shall forward to Parent prior to submission to the Company’s stockholders copies of all documents prepared by the Company in connection with this Section 5.14.

Section 280G Approval. Prior to the ClosingClosing Date, the Company shall submit to its stockholders the Company’s Shareholders for approval, meeting the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and final regulations thereunder, any payments and/or benefits that may separately or in the aggregate, constitute “parachute payments,” within the meaning of Section 280G(b)(2) of the Code and the applicable rulings and final regulations thereunder (“Section 280G Payments”), such that the deduction of such payments and benefits will not be limited by the application of Section 280G of the Code and the applicable rulings and final regulations thereunder. Prior to the Closing, the Company shall deliver to Parent Buyer certification that (ia) the Company stockholder Shareholder vote was solicited in conformity with Section 280G(b)(5)(B) of the Code and the applicable rulings and final regulations thereunder and the requisite Company stockholder Shareholder approval was obtained with respect to any Section 280G Payments that were subject to the Company stockholder Shareholder vote, or (iib) that the Company stockholder Shareholder approval of Section 280G Payments was not obtained and as a consequence, that such payments and/or benefits shall not be made or provided to the extent that they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers (as applicable) of those payments and/or benefits duly executed by the affected individuals prior to the Company stockholder vote. The Company shall forward to Parent Buyer prior to submission to the Company’s stockholders copies of all documents prepared by the Company in connection with this Section 5.147.18.

Section 280G Approval. Prior to Before the ClosingClosing Date, the Company shall promptly submit to its stockholders for approvalapproval (in a manner reasonably satisfactory to Buyer), meeting pursuant to the requirements terms of Section 280G(b)(5)(B) of the Code and Code, the applicable rulings and final regulations thereunder, payments and/or benefits that may separately or in the aggregate, aggregate constitute “parachute payments,” within the meaning of pursuant to Section 280G(b)(2) 280G of the Code and the applicable rulings and final regulations thereunder (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Buyer), such that the deduction of such payments and benefits will shall not be limited by deemed to be Section 280G Payments, and prior to the application Closing Date, the Company shall deliver to Buyer evidence satisfactory to Buyer that (i) a vote of the stockholders was solicited in conformance with Section 280G of the Code and the applicable rulings and final regulations thereunder. Prior to Closing, the Company shall deliver to Parent certification that (i) the Company stockholder vote was solicited in conformity with Section 280G(b)(5)(B) of the Code and the applicable rulings and final regulations promulgated thereunder and the requisite Company stockholder approval was obtained with respect to any Section 280G Payments the payments and/or benefits that were subject to the Company stockholder votevote (the “Section 280G Stockholder Approval”), or (ii) that the Company stockholder approval of Section 280G Payments Stockholder Approval was not obtained obtained, and as a consequence, that consequence such payments and/or benefits shall not be made or provided to the extent that they would cause any amounts to constitute Section 280G Payments, pursuant to the valid waivers (as applicable) of those payments and/or benefits duly executed by the affected individuals prior to the Company stockholder vote. The Company shall forward to Parent prior to submission to the Company’s stockholders copies of all documents prepared by the Company in connection with this Section 5.14.

Section 280G Approval. Prior to the Closing, the Company shall submit to its stockholders for approval, meeting in a manner satisfying the requirements of Section 280G(b)(5)(B) of the Code and the applicable rulings and final regulations thereunder, any payments and/or benefits that may separately or in the aggregate, constitute “"parachute payments,” " within the meaning of Section 280G(b)(2) of the Code and the applicable rulings and final regulations thereunder (“"Section 280G Payments”"), such that the deduction of such payments and benefits will not be limited by the application of Section 280G of the Code and the applicable rulings and final regulations thereunder. Prior to Closing, the Company shall deliver to Parent certification that (i) the Company stockholder vote was solicited in conformity with Section 280G(b)(5)(B) of the Code and the applicable rulings and final regulations thereunder and that either (i) the requisite Company stockholder approval was obtained with respect to any Section 280G Payments that were subject to the Company stockholder vote, or (ii) that the Company stockholder approval of Section 280G Payments was not obtained and as a consequence, that such payments and/or benefits shall not be made or provided to the extent that they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers (as applicable) of those payments and/or benefits duly executed by the affected individuals prior to the Company stockholder vote. The Company shall forward to Parent prior to submission to the Company’s 's stockholders copies of all documents prepared by the Company in connection with this Section 5.1410.7 for Parent's review and approval, which approval shall not be unreasonably withheld or delayed.