Common use of 280G Approval Clause in Contracts

280G Approval. The Company will use its reasonable best efforts to obtain the approval and adoption by HoldCo prior to the Closing of any payments or benefits that may not be deductible by reason of Section 280G of the Code, in a manner which meets the approval of Parent which approval shall not be unreasonably withheld, and in a manner which would satisfy all applicable requirements of Section 280G(b)(5)(B) of the Code and the proposed Treasury Regulations thereunder.