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 would not be deductible by reason of Section 280G of the Code shall have been approved by such number of stockholders of Matrix 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 the proposed Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such proposed Treasury Regulations, or, in the absence of such stockholder approval, none of those payments or benefits shall be paid or provided, in accordance with the waivers of those payments and benefits to be executed by the affected individuals in accordance with Section 4.16.

Appears in 1 contract

Samples: Merger Agreement (Sandisk Corp)

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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 would not be deductible by reason of Section 280G of the Code shall have been approved by such number of stockholders shareholders of Matrix 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 the proposed Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such proposed Treasury Regulations, orand, in the absence of such stockholder shareholder approval, none of those payments or benefits shall be paid or provided, in accordance with pursuant to the waivers of those payments and benefits to be executed by the affected individuals in accordance with Section 4.16individuals.

Appears in 1 contract

Samples: Merger Agreement (Gric Communications Inc)

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 would not be deductible by reason of Section 280G of the Code shall have been approved by such number of stockholders of Matrix Systinet as is required by the terms of Section Sections 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 Sections 280G(b)(5)(B) of the Code and the proposed Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such proposed Treasury Regulations, or, or in the absence of such stockholder approval, none of those payments or benefits shall be paid or provided, in accordance with the waivers waiver of those payments and benefits to be executed by the affected individuals in accordance with Section 4.164.17.

Appears in 1 contract

Samples: Merger Agreement (Mercury Interactive Corp)

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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 would not be deductible by reason of Section 280G of the Code shall have been approved by such number of stockholders of Matrix Stockholders as is required by the terms of Section Sections 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 Sections 280G(b)(5)(B) of the Code and the proposed Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such proposed Treasury Regulations, or, or in the absence of such stockholder approval, none of those payments or benefits shall be paid or provided, in accordance with the waivers waiver of those payments and benefits to be executed by the affected individuals in accordance with Section 4.167.13.

Appears in 1 contract

Samples: Merger Agreement (Transaction Systems Architects Inc)

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