Common use of 280G Approval Clause in Contracts

280G Approval. Prior to Closing, each Seller and each Acquired Company shall seek shareholder approval requirements of subparagraph (B) of Section 280G(b)(5) of the Code prior to Closing with respect to any parachute payment (within the meaning of Section 280G(b)(2) of the Code if the threshold amount set forth in subparagraph (ii) Section 280G(b)(2)(A) of the Code is equaled or exceeded in respect of either the consummation of the transactions contemplated by this Agreement or any event treated as contingent on the consummation of such transactions pursuant to Question and Answer 22(b) of Treasury Regulations Section 280G 1(b).