Common use of 280G Approval Clause in Contracts

280G Approval. To the extent the Parachute Payment Vote (as defined below) is permitted by the Regulations (as defined below), and Employee agrees to waive (as would be required under the Regulations) the right to all or any portion of the payment or benefit Employee would receive pursuant to a Change in Control as a result of the provisions of this Agreement that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) be subject to the exercise tax imposed by Section 4999 of the Code (the “At-Risk” Payments), the Company shall use commercially reasonable efforts to timely solicit stockholder approval of the At-Risk Payments (the “Parachute Payment Vote”) in accordance with the requirements of Treasure Regulations § 1.280G-1, Q&A-7 or any successor thereto (the “Regulations”).

280G Approval. To the extent the Parachute Payment Vote (as defined below) is permitted by the Regulations (as defined below), and Employee agrees to waive (as would be required under the Regulations) the right to all or any portion of the payment or benefit Employee would receive pursuant to a Change in Control as a result of the provisions of this Agreement that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) be subject to the exercise excise tax imposed by Section 4999 of the Code (the “At-Risk” Risk Payments), the Company shall use commercially reasonable efforts to timely solicit stockholder approval of the At-At­ Risk Payments (the “Parachute Payment Vote”) in accordance with the requirements of Treasure Treasury Regulations § 1.280G-1l .280G-l, Q&A-7 or any successor thereto (the “Regulations”).

280G Approval. To the extent the Parachute Payment Vote (as defined below) is permitted by the Regulations (as defined below), and Employee agrees to waive (as would be required under the Regulations) the right to all or any portion of the payment or benefit Employee would receive pursuant to a Change in Control as a result of the provisions of this Agreement that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) be subject to the exercise excise tax imposed by Section 4999 of the Code (the “At-Risk” Risk Payments), the Company shall use commercially reasonable efforts to timely solicit stockholder approval of the At-Risk Payments (the “Parachute Payment Vote”) in accordance with the requirements of Treasure Treasury Regulations § 1.280G-1, Q&A-7 or any successor thereto (the “Regulations”).