280G Vote definition

280G Vote has the meaning set forth in Section 6.11.

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280G Vote is defined in Section 8.16.

280G Vote has the meaning set forth in Section 4.3(b).

Examples of 280G Vote in a sentence

• The Company shall provide copies of the calculations, waivers and all materials to be distributed in connection with the 280G Vote not later than five (5) Business Days prior to the execution or distribution, as applicable, of such materials, for Buyer’s (or Buyer’s designee’s) review and comment, and shall consider in good faith for incorporation all of Buyer’s (or Buyer’s designee’s) comments thereto.

• Neither the Company nor Seller, nor any of their respective Affiliates, will be deemed to be in breach of this Section 8.16 to the extent that the 280G Vote does not meet the requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder due to Buyer’s breach of the immediately preceding sentence.

• Such waivers shall cease to have any force or effect with respect to any item covered thereby to the extent the Requisite 280G Vote for such item is obtained.

• The form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Company’s shareholders in connection with the 280G Vote and the calculations related to the foregoing shall be subject to advance review and approval by Buyer, which approval shall not be unreasonably withheld.

• Prior to the Closing Date, if Parachute ‎Payment Waivers ‎are obtained and a 280G Vote is taken, the Company shall deliver to the Buyer evidence reasonably satisfactory to the Buyer, (A) that a ‎‎280G Vote was ‎solicited and (B) the result of such 280G Vote.

More Definitions of 280G Vote

280G Vote has the meaning set forth in Section 5.2(b) of this Agreement.

280G Vote has the meaning set forth in Section 2.2(b)(vii).

280G Vote shall have the meaning specified in Section 4.14 of this Agreement.

280G Vote has the meaning given such term in Section 5.14.

280G Vote has the meaning set forth in Section 1.6(a)(xiv) “Accounts Receivable” means, as of immediately prior to the Closing, all accounts receivable of Seller determined in accordance with GAAP.

280G Vote has the meaning set forth in Section 6.17(j).

280G Vote. Section 6.6(g)