Common use of Shareholder Approval Condition Clause in Contracts

Shareholder Approval Condition. To the extent that any portion of either or both of the Special Closing Payment and the Contingent Additional Payment would be an “excess parachute payment” (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, (the “Code”) and the regulations thereunder) (any such portions, the “Potential Parachute Payments”), then payment of the Potential Parachute Payments shall be subject to, and conditioned upon, shareholder approval of the Special Closing Payment and the Contingent Additional Payment obtained in accordance with the requirements of Section 280(G)(b)(5) of the Code, and the regulations promulgated thereunder (which approval may only be effectively obtained in connection with the disclosure of the Transaction to the Company’s stockholders). For the avoidance of doubt, the payment of the portions of the Special Closing Payment and Contingent Additional Payment that are not Potential Parachute Payments are not subject to or conditioned upon obtaining such shareholder approval.