Section 280G definition
Examples of Section 280G in a sentence
If any payment or benefit that the Executive would receive from any Company Group member or any other party whether in connection with the provisions in this Agreement or otherwise (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payment will be equal to the Best Results Amount.
In the event the provisions of Code Section 280G and 4999 are modified, this Section 10 shall be modified accordingly.
Neither the Company nor any Subsidiary nor, with respect to the Business or the Service Providers, any other member of the Seller Group, is obligated (whether under a Contract or otherwise) to pay a Tax gross-up or reimbursement payment to any Service Provider, including with respect to any Tax-related payments under Section 280G or Section 4999 of the Code.
The form and substance of all stockholder approval documents contemplated by this Section 5.05, including the Section 280G Waivers, the Section 280G Approval and the disclosures related thereto, as well as any Section 280G Payment calculations, shall be subject to the prior review and reasonable approval of Parent.
The Company agrees that in the absence of such stockholder approval, no Section 280G Payments shall be made.