Common use of 280G Approval Clause in Contracts

280G Approval. No later than five (5) days prior to the Closing Date, the Company shall use its reasonable best efforts to seek the approval by such number of stockholders of the Company as is required by the terms of Section 280G(b)(5)(B) of the Code so that no payments and/or benefits provided pursuant to Benefit Plans constitute “excess parachute payments” as defined in Section 280G(b)(1) of the Code. Prior to the stockholder approval referenced in the preceding sentence, the Company shall have used its reasonable best efforts to obtain a waiver of the right to receive payments and/or benefits that reasonably could constitute “excess parachute payments,” in a form reasonably acceptable to the Parent, from each “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder).