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 a Section 280G Payment shall have been approved by such number of stockholders of the Company as is required by the terms of Section 280G in order for such payments and benefits not to be deemed parachute payments under Section 280G 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 (whether proposed or final) relating to Section 280G of the Code, 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 resultconstitute, separately or in the aggregate, in a parachute payments under Section 280G Payment of the Code shall have been approved by such number of stockholders of the Company Target as is required by the terms of Section 280G in order for such payments and benefits not to be deemed parachute payments under Section 280G 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 the applicable regulations Treasury Regulations (whether proposed final or finalproposed) relating to Section 280G of the Codethereunder, orand, in the absence of such stockholder approval, each Person who would otherwise have been entitled to any such none of those payments or benefits shall have duly be paid or provided, pursuant to the waivers of those payments and benefits to be executed and delivered to Parent by the waiver referred to affected individuals in accordance with Section 5.2(b5.22(a).

Section 280G Stockholder Approval. Any One of the following shall have occurred: (a) any agreements, contracts or arrangements that may result, separately or in the aggregate, in a Section 280G Payment shall have been approved by such number of stockholders of the Company as is required by the terms of Section 280G in order for such payments and benefits not to be deemed parachute payments under Section 280G 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 (whether proposed or final) relating to Section 280G of the Code, or, in the absence of such stockholder approval, or (b) 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 or arrangements that may otherwise result, separately or in the aggregate, in a Section 280G Payment shall have been approved by such number of stockholders of the Company Target 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 280G 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 (whether proposed or final) relating to Treasury Regulations under Section 280G of the Code, 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 of such Section 280G Payments in a form reasonably satisfactory to in Section 5.2(b)Parent.