Common use of 280G Approval Clause in Contracts

280G Approval. The Company shall submit to the Shareholders for approval (in a manner reasonably satisfactory to Parent), by such number of Shareholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payment and/or benefits that may, separately or in the aggregate, constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Parent, which approval shall not be withheld unreasonably, such that all such payments and benefits shall not be deemed to be Section 280G Payments (the “280G Approval”), and prior to the Effective Time the Company shall deliver to Parent evidence satisfactory to Parent that a Shareholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and that (x) such requisite 280G Approval was obtained with respect to any Section 280G Payment, or (y) that the 280G Approval was not obtained with respect to any Section 280G Payment and as a consequence, that Section 280G Payment shall not be made or provided, pursuant to the waivers of those payments and/or benefits which were executed by the affected individuals prior to the Shareholder vote in accordance with Section 6.12.

280G Approval. The Company shall promptly, submit to the Shareholders Company Stockholders for approval by the requisite vote (in a manner reasonably satisfactory to Parent), by such number of Shareholders the Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payment and/or payments or benefits that may, separately or in the aggregate, constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code in connection with the transactions contemplated by this Agreement (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Parent, which approval shall not be withheld unreasonably), such that all such payments and benefits shall not be deemed to be Section 280G Payments (the “280G Approval”)Payments, and prior to the Effective Time the Company shall deliver to Parent evidence satisfactory to Parent that that, as to any such Section 280G Payments, a Shareholder vote of the Company Stockholders was solicited in conformance with Section 280G and the regulations promulgated thereunder and either (a) that (x) such requisite 280G Approval stockholder approval was obtained with respect to any Section 280G Payment, Payment (the “280G Approval”); or (yb) that the 280G Approval was not obtained with respect to any Section 280G Payment and and, as a consequence, that Section 280G Payment such payments or benefits shall not be made or providedprovided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments and/or benefits 280G Waivers, which were executed by the affected individuals prior to the Shareholder vote in accordance with Section 6.12of the stockholders of the Company.

280G Approval. The As soon as reasonably practicable after the execution of this Agreement, the Company shall submit to the Shareholders Stockholders for approval (in a manner reasonably satisfactory to Parent), by such number of Shareholders Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payment payments and/or benefits that may, may separately or in the aggregate, constitute a “excess parachute paymentpayments,” within the meaning of Section 280G(b)(2) of the Code (“Section 280G Payments”) (which initial determination shall be made by the Company and shall be subject to review and approval by Parent, which approval shall not be withheld unreasonably), such that all such payments and benefits Section 280G Payments shall not be deemed to be Section 280G Payments (the “280G Approval”)Payments, and prior to the Effective Time Closing the Company shall deliver to Parent evidence satisfactory to Parent certification that (A) a Shareholder Stockholder vote was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and that (x) such the requisite 280G Approval Stockholder approval was obtained with respect to any Section 280G PaymentPayments that were subject to the Stockholder vote, or (yB) that the Stockholder approval of Section 280G Approval Payments was not obtained with respect to any Section 280G Payment and as a consequence, that Section 280G Payment such payments and/or benefits shall not be made or providedprovided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments and/or benefits which were duly executed by the affected individuals prior to the Shareholder vote in accordance with Section 6.12Stockholder vote.

280G Approval. The As soon as reasonably practicable after the execution of this Agreement, the Company shall submit to the Shareholders Stockholders for approval (in a manner reasonably satisfactory to ParentBuyer), by such number of Shareholders stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payment payments and/or benefits that may, may separately or in the aggregate, constitute a “parachute paymentpayments,” within the meaning of Section 280G(b)(2) of the Code (“Section 280G Payments”) (which initial determination shall be made by the Company and shall be subject to review and approval by Parent, which approval shall not be withheld unreasonablyBuyer), such that all such payments and benefits Section 280G Payments shall not be deemed to be Section 280G Payments (the “280G Approval”)Payments, and prior to the Effective Time Closing, the Company shall deliver to Parent evidence satisfactory to Parent Buyer certification that (a) a Shareholder stockholder vote was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and that (x) such the requisite 280G Approval stockholder approval was obtained with respect to any Section 280G PaymentPayments that were subject to the stockholder vote, or (yB) that the stockholder approval of Section 280G Approval Payments was not obtained with respect to any Section 280G Payment and as a consequence, that Section 280G Payment such payments and/or benefits shall not be made or providedprovided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments and/or benefits which were duly executed by the affected individuals prior to the Shareholder vote in accordance with Section 6.12stockholder vote.

280G Approval. The (a) . As soon as reasonably practicable after the execution of this Agreement, the Company shall submit to the Shareholders Stockholders for approval (in a manner reasonably satisfactory to ParentBuyer), by such number of Shareholders Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payment payments and/or benefits that may, may separately or in the aggregate, constitute a “"parachute payment” payments," within the meaning of Section 280G(b)(2) of the Code (“Section "SECTION 280G Payments”PAYMENTS") (which initial determination shall be made by the Company and shall be subject to review and approval by ParentBuyer, which approval shall not be withheld unreasonablyunreasonably withheld), such that all such payments and benefits Section 280G Payments shall not be deemed to be Section 280G Payments (the “280G Approval”)Payments, and prior to the Effective Time the Company shall deliver to Parent evidence satisfactory to Parent Buyer certification that (A) a Shareholder Stockholder vote was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and that (x) such the requisite 280G Approval Stockholder approval was obtained with respect to any Section 280G PaymentPayments that were subject to the Stockholder vote, or (yB) that the Stockholder approval of Section 280G Approval Payments was not obtained with respect to any Section 280G Payment and as a consequence, that Section 280G Payment such payments and/or benefits shall not be made or providedprovided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments and/or benefits which were duly executed by the affected individuals prior to the Shareholder vote in accordance with Section 6.12Stockholder vote.

280G Approval. The Company shall promptly, submit to the Shareholders shareholders of the Company for approval by the requisite vote (in a manner reasonably satisfactory to Parent), by such number of Shareholders shareholders of the Company as is required by the terms of Section 280G(b)(5)(B) of the Code, any payment payments and/or benefits that may, separately or in the aggregate, constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Parent, which approval shall not be withheld unreasonably), such that all such payments and benefits shall not be deemed to be Section 280G Payments (the “280G Approval”)Payments, and prior to the Effective Time the Company shall deliver to Parent evidence satisfactory to Parent that (A) a Shareholder vote of the shareholders of the Company was solicited in conformance with Section 280G and the regulations promulgated thereunder and that (x) such requisite 280G Approval shareholder approval was obtained with respect to any Section 280G PaymentPayment (the “280G Approval”), or (yB) that the 280G Approval was not obtained with respect to any Section 280G Payment and as a consequence, that Section 280G Payment such payments and/or benefits shall not be made or providedprovided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments and/or benefits 280G Waivers, which were executed by the affected individuals prior to the Shareholder vote in accordance with Section 6.12of the shareholders of the Company.