280G Waivers definition

280G Waivers has the meaning set forth in Section 6.08.

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280G Waivers means the 280G Waivers executed and delivered by certain Employees or any other “disqualified individual” (as defined in Code Section 280G and the regulations promulgated thereunder) prior to the solicitation of the 280G Approval in a form that is reasonably acceptable to Parent.

280G Waivers means the 280G Waivers executed and delivered by certain Company employees prior to Closing substantially in the form attached hereto as Exhibit H.

Examples of 280G Waivers in a sentence

• Prior to soliciting the 280G Waivers and approvals contemplated by this Section 4.3, the Company shall provide a draft of the form for such 280G Waiver and stockholder approval materials (together with any summaries of calculations) to Parent for its reasonable review and the Company shall make any changes reasonably requested by Parent or its Representatives to such form of 280G Waiver or stockholder approval materials.

• Prior to soliciting executed Section 280G Waivers and Company Stockholder approval as provided in this Section, the Company shall provide drafts of the Company Stockholder approval materials and Section 280G Waivers to Purchaser and Purchaser’s advisors for their review and approval, which approval shall not be unreasonably withheld.

• Following the execution of the 280G Waivers, and prior to the Closing Date, the Company shall hold a vote to obtain approval by its stockholders, in accordance with Section 280G(b)(5)(B) of the Code, of the right of any “disqualified individual” to receive or retain any Parachute Payments (the “280G Stockholder Approval”).

• The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the vote.

• Parent and its counsel shall be provided with drafts of the disclosure statement, 280G Waivers, and the consent to be signed by Stockholders referenced in this Section 5.13 for review and approval before being finalized.

More Definitions of 280G Waivers

280G Waivers means the waivers (in a form approved by Acquiror) to be executed and delivered by certain Employees or any other “disqualified individual” (as defined in Code Section 280G and the regulations promulgated thereunder) in connection with the solicitation of the Stockholder vote pursuant to Section 7.1(d).

280G Waivers means the waivers (in a form reasonably satisfactory to Acquiror) which the Company will make commercially reasonable efforts to cause to be executed and delivered by certain Employees or any other “disqualified individual” (as defined in Code Section 280G and the regulations promulgated thereunder) in connection with the solicitation of the Stockholder vote pursuant to Section 7.1(b).

280G Waivers shall have the meaning set forth in Section 7.1(b).

280G Waivers shall have the meaning set forth in Section 4.3(c).

280G Waivers means the 280G Waivers executed and delivered prior to the Closing substantially in the form attached hereto as Exhibit E.

280G Waivers has the meaning set forth in Section 3.14.

280G Waivers is defined in Section 8.8.9.