Common use of 280G Matters Clause in Contracts

280G Matters. As soon as practicable following the date of this Agreement, but in no event less than five (5) Business Days prior to the Effective Time, the Company shall (a) obtain and deliver to Parent prior to the initiation of the requisite Shareholder approval procedure under clause (b) from each Person who is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code) as of immediately prior to the initiation of such requisite Shareholder approval procedure (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to receive a “parachute payment” (within the meaning of Section 280G of the Code), a waiver of such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individuals (the “Waived Parachute Payments”) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit to its Shareholders for approval (in a manner satisfactory to Parent) by such number of Shareholders in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that Parent and the Company reasonably determine may separately or in the aggregate, constitute “parachute payments” (within the meaning of Section 280G of the Code), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code. All waivers and materials to be submitted to the Shareholders of the Company pursuant to this Section 5.05 shall be subject to review and approval by Parent.

280G Matters. As soon as practicable following Following the date execution of this Agreement, but and in no event less than five (5) Business Days all events prior to the Effective TimeClosing, the Company shall use its reasonable best efforts to obtain a waiver (a) obtain and deliver to Parent prior to the initiation of the requisite Shareholder approval procedure under clause (ba “280G Waiver”) from each Person who iswould otherwise be entitled to receive a “parachute payment”, as defined in Section 280G of the Code and as determined without regard to Section 280G(b)(4) or (5) of the Code (a “280G Payment”), in connection with respect the consummation of the transactions contemplated by this Agreement, pursuant to which each such Person will agree to forfeit such 280G Payment if the 280G Approval (as defined below) is not obtained, but solely to the Company, extent required to avoid the imposition of a “disqualified individual” (within tax by virtue of the meaning operation of Section 280G of the Code) as of immediately prior . Prior to Closing, the initiation of such requisite Shareholder approval procedure (eachCompany shall, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to receive a “parachute payment” (within the meaning of Section 280G of the Code), a waiver of such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individuals (the “Waived Parachute Payments”) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit to its Shareholders for approval (in a manner satisfactory to Parent) by such number of Shareholders in a manner that meets the requirements of accordance with Section 280G(b)(5)(B) of the Code, submit to the shareholders of the Company for approval, by such number of shareholders of the Company as is required by the terms of Section 280G(b)(5)(B) of the Code (such approval, the “280G Approval”), any payments and/or benefits that Parent and may, in connection with the Company reasonably determine may transactions contemplated by this Agreement, separately or in the aggregate, aggregate constitute “parachute payments” (within the meaning of Section 280G Payments. Written drafts of the Codeform of 280G Waiver, the shareholder disclosure statement (including underlying calculations), such that such payments the shareholder approval form and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code. All waivers and any other materials to be submitted to the Shareholders Company’s shareholders will be provided to Acquiror, in advance of being distributed to such Person or the Company pursuant to this Section 5.05 shall be subject to shareholders, for Acquiror’s review and approval comment (which review and comment shall not be unreasonably delayed, withheld or conditioned). If no payments and/or benefits could constitute 280G Payments in connection with the transactions contemplated by Parentthis Agreement, then the 280G Approval shall not be required. For the avoidance of doubt, the Closing is not contingent on the submission or adoption of such vote.

280G Matters. As soon promptly as practicable following after the date of this Agreement, but in no event less later than five (5) Business Days prior to the Effective TimeClosing Date, the Company shall (a) obtain and deliver to Parent prior to the initiation request from each employee of the requisite Shareholder approval procedure under clause (b) from each Person Company and its Subsidiaries who is, with respect to the Company, is a “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) and who may otherwise have Section 280G of Payments (as defined below) a written waiver that shall provide that if the Code) as of immediately prior to the initiation of such requisite Shareholder shareholder approval procedure (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to receive a “parachute payment” (within the meaning of under Section 280G of the Code)Code and the Treasury Regulations thereunder (collectively, a waiver of such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individuals (the “Waived Parachute PaymentsSection 280G”) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall is not be deemed to be “excess parachute payments” (within the meaning of obtained, no Section 280G of the CodePayments (as defined below) shall be payable to or retained by such disqualified individual, and (b) submit for shareholder approval pursuant to its Shareholders for approval (in a manner satisfactory to Parent) by such number of Shareholders in a manner that meets the requirements terms of Section 280G(b)(5)(B) of the Code, a written consent in favor of a single proposal to render the parachute payment provisions of Section 280G inapplicable to any and all payments and/or benefits provided pursuant to Employee Benefit Plans or other Contracts that Parent and the Company reasonably determine may might result, separately or in the aggregate, constitute “parachute payments” (within in the meaning payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the Code)Code (together, such that such payments and benefits shall not be deemed to be the “parachute payments” under Section 280G Payments”). Any such approval shall be obtained in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the CodeCode and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations. All waivers The form and materials to be submitted to the Shareholders substance of the Company pursuant to all shareholder approval documents contemplated by this Section 5.05 4.4(e), including the waivers, shall be provided to Buyer at least five (5) Business Days prior to distribution and shall be subject to the reasonable advance review and approval by Parentcomment of Buyer, which comments shall be given good faith consideration.

280G Matters. As soon as practicable following the date of this Agreement, but in no event less than five (5) Business Days prior Prior to the Effective TimeClosing Date, the Company shall (asubmit to a stockholder vote, in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) obtain and deliver to Parent prior to the initiation of the requisite Shareholder approval procedure under clause (b) from each Person who isCode and regulations promulgated thereunder, with respect to the Company, a right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G 280G(b)(2)(A)(i) of the Code) as of immediately prior to the initiation of extent necessary so that no payment received by such requisite Shareholder approval procedure (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to receive disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (within the meaning of determined without regard to Section 280G 280G(b)(4) of the Code), a waiver of such Disqualified Individual. Such vote shall establish the disqualified individual’s rights right to all such payments and/or benefits applicable to such Disqualified Individuals (the “Waived Parachute Payments”) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit to its Shareholders for approval (in a manner satisfactory to Parent) by such number of Shareholders in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that Parent payment or other compensation and the Company reasonably determine may separately shall obtain any required waivers or in consents from the aggregatedisqualified individual prior to the vote. In addition, constitute “parachute payments” (within the meaning Company shall provide adequate disclosure to Company stockholders that hold voting Company stock of Section 280G of the Code)all material facts concerning all payments to any such disqualified individual that, but for such that such payments and benefits shall not vote, could be deemed to be “parachute payments” under Section 280G of the Code. All waivers and materials to be submitted to the Shareholders Code in a manner that satisfies Section 280G(b)(5)(B)(ii) of the Company pursuant to this Section 5.05 Code and regulations promulgated thereunder. Parent and its counsel shall be subject have the right to review and approval comment on all documents required to be delivered to the Company stockholders in connection with such vote and any required disqualified individual waivers or consents and Parent and its counsel shall be provided copies of all vote documents executed by Parentthe stockholders and disqualified individuals.

280G Matters. As soon as practicable following the date of this Agreement, but in no event Not less than five three (53) Business Days Day prior to the Effective Time, the Company shall (a) use commercially reasonable efforts to obtain and deliver to Parent Parent, prior to the initiation of the requisite Shareholder stockholder approval procedure under clause (b) ), a waiver, in a form reviewed and approved by Parent, from each Person who is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code) as of immediately prior to the initiation of such requisite Shareholder approval Requisite Stockholder Approval procedure (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to receive a “parachute payment” (within the meaning of Section 280G of the Code), a waiver of such Disqualified Individual’s rights to all such payments and/or or benefits applicable to such Disqualified Individuals (the “Waived Parachute Payments”) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit to its Shareholders the stockholders of the Company for approval (in a manner satisfactory to Parent) by such number of Shareholders stockholders, in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that Parent and the Company reasonably determine may separately or in the aggregate, constitute “parachute payments,” (within the meaning of Section 280G of the Code), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code. All waivers [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and materials to (ii) would be submitted to the Shareholders of the Company pursuant to this Section 5.05 shall be subject to review and approval by Parentcompetitively harmful if publicly disclosed.

280G Matters. As soon as practicable following the date of this Agreement, but in no event less than five (5) Business Days prior to the Effective Time, the The Company shall (a) obtain and deliver to Parent the Purchaser, prior to soliciting the initiation vote of the requisite Shareholder approval procedure under clause Company’s stockholders with respect to the 280G Proposal, a parachute payment waiver (beach, a “Parachute Payment Waiver”) from each Person who isis or reasonably could be, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code) ), as of determined immediately prior to the initiation of such requisite Shareholder approval procedure (each, a “Disqualified Individual”)the Stockholder solicitation required by this Section 6.12, and who reasonably might otherwise havereceive, receive have received or have the right or entitlement to receive a “parachute payment” (within the meaning of Section 280G of the Code), a waiver of such Disqualified Individual’s rights to all such payments and/or benefits applicable to such Disqualified Individuals (the “Waived Parachute Payments”) so that all remaining payments and/or benefits applicable to such Disqualified Individual shall not be deemed to be “an excess parachute payments” (within the meaning of Section 280G of the Code) and (b) submit to its Shareholders for approval (in a manner satisfactory to Parent) by such number of Shareholders in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that Parent and the Company reasonably determine may separately or in the aggregate, constitute “parachute payments” (within the meaning of Section 280G of the Code), such that such payments and benefits shall not be deemed to be “parachute payments” payment under Section 280G of the Code. All waivers Prior to the Closing, the Company shall solicit the vote of the Stockholders in accordance with the terms of Section 280G(b)(5)(B) of the Code (the “280G Proposal”) so as to render, if an affirmative vote is obtained, the parachute payment provisions of Section 280G of the Code inapplicable to any and materials all payments and benefits provided pursuant to contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under the immediately preceding paragraph, might otherwise reasonably result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such stockholder approval to be submitted solicited in a manner that is intended to the Shareholders satisfy all applicable requirements of such Section 280G(b)(5)(B) of the Company pursuant to this Code, including Q-7 of Section 5.05 1.280G-1 of the Treasury Regulations. The documentation constituting the 280G Proposal shall be subject to the Purchaser’s prior review and approval by Parent.approval, which shall not be unreasonably withheld or delayed. 6.13