Common use of Section 280G Stockholder Approval Clause in Contracts

Section 280G Stockholder Approval. Any agreements, contracts or arrangements 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 as is required by the terms of 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 Sections 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of such 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 waiver of those payments and benefits to be executed by the affected individuals in accordance with Section 7.13.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transaction Systems Architects Inc)

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Section 280G Stockholder Approval. Any agreements, contracts or arrangements 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 stockholders of Systinet as is required by the terms of 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 Sections 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of such 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 waiver of those payments and benefits to be executed by the affected individuals in accordance with Section 7.134.17.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mercury Interactive Corp)

Section 280G Stockholder Approval. Any agreements, contracts or arrangements that, before giving effect to any waiver described below, would 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 Target as is required by the terms of Sections 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 Sections 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 and, 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 waiver waivers of those payments and benefits to be executed by the affected individuals in accordance with Section 7.13individuals.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Gric Communications Inc)

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Section 280G Stockholder Approval. Any agreements, contracts or arrangements that, before giving effect to any waiver described below, would 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 stockholders of Matrix as is required by the terms of Sections 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 Sections 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 or, in the absence of such stockholder approval, none of those payments or benefits shall be paid or provided, in accordance with the waiver waivers of those payments and benefits to be executed by the affected individuals in accordance with Section 7.134.16.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Sandisk Corp)

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