Common use of Section 280G Stockholder Approval Clause in Contracts

Section 280G Stockholder Approval. Any agreements, contracts or arrangements that may result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that may not be deductible by reason of Section 280G or that could be subject to an excise tax under Section 4999 of the Code shall have been approved by stockholders of the Company holding the number of shares of Company Capital Stock required by the terms of Section 280G in order for such payments and benefits not to be deemed parachute payments under Section 280G, with such approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and all applicable regulations (whether proposed or final) relating to Section 280G, or, in the absence of such stockholder approval, each Person who would otherwise have been entitled to any such payments or benefits shall have duly executed and delivered to Parent the waiver referred to in Section 5.2(b).

Section 280G Stockholder Approval. Any agreements, contracts or arrangements that may that, before giving effect to any waiver described below, would result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that may would not be deductible by reason of Section 280G or that could be subject to an excise tax under Section 4999 of the Code shall have been approved by such number of stockholders of the Company holding the number of shares of Company Capital Stock as is required by the terms of Section 280G of the Code in order for such payments and benefits not to be deemed parachute payments under Section 280GG of the Code, with such approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and all applicable regulations the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations (whether proposed the “280G Stockholder Approval”), or final) relating to Section 280G, or, in the absence of such stockholder approvalthe 280G Stockholder Approval, each Person who would otherwise have been entitled to any such none of those payments or benefits shall have duly executed and delivered to Parent be paid or provided, in accordance with the waiver referred of those payments and benefits to be executed by the affected individuals in Section 5.2(b)accordance with ‎‎Section 4.13.

Section 280G Stockholder Approval. Any agreements, contracts or arrangements that may result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that may not be deductible by reason of Section 280G or that could be subject to an excise tax under Section 4999 of the Code shall have been approved by stockholders of the Company holding the number of shares of Company Capital Stock required by the terms of Section 280G in order for such payments and benefits not to be deemed parachute payments under Section 280G, with such approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and all applicable regulations (whether proposed or final) relating to Section 280G, or, in the absence of such stockholder approval, each Person who would otherwise have been entitled to any such payments or benefits shall have duly executed and delivered to Parent the waiver referred to in Section 5.2(b5.2(c).

Section 280G Stockholder Approval. Any agreements, contracts arrangements or arrangements that may other Contracts that, before giving effect to any waiver described below, would result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that may would not be deductible by reason of Section 280G or that could be subject to an excise tax under Section 4999 of the Code shall have been approved by such number of stockholders of the Company holding the number of shares of Company Capital Stock as is required by the terms of Section 280G of the Code in order for such payments and benefits not to be deemed parachute payments under Section 280GG of the Code, with such approval to be obtained in a manner which that satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and all applicable regulations the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations (whether proposed the “280G Stockholder Approval”), or final) relating to Section 280G, or, in the absence of such stockholder approvalthe 280G Stockholder Approval, each Person who would otherwise have been entitled to any such none of those payments or benefits shall have duly executed and delivered to Parent will be paid or provided, in accordance with the waiver referred of those payments and benefits to be executed by the affected individuals in accordance with Section 5.2(b)6.11.

Section 280G Stockholder Approval. Any agreements, contracts or arrangements that may result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that may would not be deductible by reason of Section 280G or that could would be subject to an excise tax under Section 4999 of the Code shall have been approved by stockholders of the Company holding the number of shares of Company Capital Stock required by the terms of Section 280G in order for such payments and benefits not to be deemed parachute payments under Section 280G, with such approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and all applicable regulations (whether proposed or final) relating to Section 280G, or, in the absence of such stockholder approval, each Person who would otherwise have been entitled to any such payments or benefits shall have duly executed and delivered to Parent the waiver referred to in Section 5.2(b).

Section 280G Stockholder Approval. Any agreements, contracts or arrangements that may that, before giving effect to any waiver described below, would result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that may would not be deductible by reason of Section 280G or that could be subject to an excise tax under Section 4999 of the Code shall will have been approved by such number of stockholders of the Company holding the number of shares of Company Capital Stock as is required by the terms of Section 280G of the Code in order for such payments and benefits not to be deemed parachute payments under Section 280GG of the Code, with such approval to be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and all applicable regulations the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations (whether proposed the “280G Stockholder Approval”), or final) relating to Section 280G, or, in the absence of such stockholder approvalthe 280G Stockholder Approval, each Person who would otherwise have been entitled to any such none of those payments or benefits shall have duly executed and delivered to Parent will be paid or provided, in accordance with the waiver referred of those payments and benefits to be executed by the affected individuals in accordance with Section 5.2(b4.4(d).