Section 280G Payments has the meaning set forth in Section 6.14.
Section 280G Payments is defined in Section 7.04(a).
Section 280G Payments has the meaning set forth in Section 4.4(e).
Examples of Section 280G Payments in a sentence
The Company agrees that in the absence of such stockholder approval, no Section 280G Payments shall be made.
More Definitions of Section 280G Payments
Section 280G Payments is defined in Section 5.12.
Section 280G Payments means any payments and/or benefits provided pursuant to Company Employee Plans or other plans, programs, arrangements or Contracts that might reasonably be expected to result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that causes the payments and/or benefits to not be deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the Code. Such stockholder approval and consent materials shall be subject to prior reasonable review by Parent. Any such stockholder approval shall be sought by the Company in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations. Prior to the Closing, the Company shall deliver to Parent written notification and documentation satisfactory to Parent that (i) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”) or (ii) that the 280G Stockholder Approval was not obtained and as a consequence, that such payments and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the Parachute Payment Waivers that were executed by the affected individuals prior to the solicitation of the vote of the holders of Company Capital Stock pursuant to this Section 6.14.
Section 280G Payments shall have the meaning assigned to it in Section 5.2(b).
Section 280G Payments shall have the meaning set forth in Section 9.06.
Section 280G Payments has the meaning assigned to such term in Section 5.2(c) of the Agreement.
Section 280G Payments as defined in Section 7.12.
Section 280G Payments means any and all payments and/or benefits provided pursuant to Acquired Company Employee Plans, other Acquired Company Contracts or otherwise that might result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G or that would be subject to an excise Tax under Section 4999 of the Code.