280G Shareholder Approval. No later than ten (10) Business Days prior to the Closing, Parent will provide to the Company details regarding any payments from Parent that could constitute “parachute payments” (within the meaning of Section 280G of the Code) in connection with the Transactions. Promptly following the execution of this Agreement (but in no event later than ten (10) Business Days prior to the Closing), the Company shall obtain and deliver to Parent, prior to initiation of the 280G Shareholder Approval process, a Parachute Payment Waiver from each “disqualified individual” (within the meaning of Section 280G of the Code) who may receive any payments or benefits that could constitute “parachute payments” (within the meaning of Section 280G of the Code) in connection with the Transactions. Promptly following the delivery of the Parachute Payment Waivers to Parent (but in no event less than three (3) Business Days prior to the Closing), the Company shall submit to the Sellers for approval (in a manner reasonably satisfactory to Parent and in accordance with the requirements of Section 280G(b)(5)(B) of the Code), by such number of holders of the Sellers as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Parent notification and documentation reasonably satisfactory to Parent that (i) a vote of the holders of Company Shares was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder and the requisite shareholder approval was obtained with respect to any payments and/or benefits that were subject to the shareholder vote (the “280G Shareholder Approval”) or (ii) that the 280G Shareholder Approval was not obtained and as a consequence, that such payments and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the Parachute Payment Waivers that were executed by the affected individuals prior to the vote of the holders of Company Shares pursuant to this Section 6.15. The form of the waiver, the disclosure statement, and the calculations related to the foregoing shall be subject to advance review and approval by Parent, which approval shall not b...
280G Shareholder Approval. With respect to any payments and/or benefits that Parent determines may constitute “excess parachute payments” under Section 280G of the Code, the Company’s shareholders shall have (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “excess parachute payments” or (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “excess parachute payments” shall not be paid or provided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to such “parachute payments.”
280G Shareholder Approval. The Company shall deliver to Parent evidence reasonably satisfactory to Parent either (i) that, with respect to any payments of cash or sales and purchases of stock or vesting of Company Stock Rights or other benefits contemplated by this Agreement that may be deemed to constitute “parachute payments” pursuant to Section 280G of the Code (“Potential 280G Benefits”), the Company’s Shareholders have approved by the requisite vote such that all such Potential 280G Benefits resulting from the transactions contemplated hereby shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, or (ii) that such requisite shareholder approval has not been obtained with respect to a Potential 280G Benefit and, as a consequence and pursuant to the terms of the agreement providing for such Potential 280G Benefit, such Potential 280G Benefit shall not be made or provided.
280G Shareholder Approval. Prior to the Closing Date, the Company shall obtain from each “disqualified individual” (as defined in Section 280G(c) of the Code) a waiver by such individual of any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that such payments and benefits would not be “excess parachute payments” under Section 280G of the Code and (ii) submit to its stockholders for a vote all such waived payments in a manner such that, if such vote is adopted by the stockholders in a manner that satisfies the stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder, no payment received by such “disqualified individual” would be a “parachute payment” under Section 280G(b) of the Code. Such vote shall establish the “disqualified individual’s” right to the payment or other compensation. In addition, the Company shall provide adequate disclosure to the stockholders entitled to vote of all material facts concerning all payments that, but for such vote, could be deemed “parachute payments” to any such “disqualified individual” under Section 280G of the Code in a manner intended to satisfy Section 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder.
280G Shareholder Approval. In the event that any “disqualified individual” (as defined in Code Section 280G and the regulations promulgated thereunder) would reasonably be expected to be entitled to any “parachute payments” (as defined in Code Section 280G and the regulations promulgated thereunder) as a result of the transactions contemplated hereby, then the Company shall deliver to Acquiror evidence reasonably satisfactory to Acquiror that either (A) a Shareholder vote described in Section 7.1(b) below was solicited in conformity with Section 280G(b)(5)(B) of the Code and the applicable rulings and final regulations promulgated thereunder, and the requisite Shareholder approval was obtained with respect to all of the Section 280G Payments (as defined below) or (B) Shareholder approval of all of the Section 280G Payments was not obtained, and that, as a consequence, such Section 280G Payment shall not be made or provided or permitted to be retained to the extent that they would result in any individual receiving any “parachute payment” in excess of 2.99 times their “base amount” (as defined in Code Section 280G and the regulations promulgated thereunder).
280G Shareholder Approval. The shareholder vote described in Section 4.4(c) (Shareholder Approval) shall have occurred and any 280G Shareholder Approval, if obtained, shall be in full force and effect.
280G Shareholder Approval. Company shall obtain the approval of shareholders holding at least 75% of the issued and outstanding shares of Company Common Stock in accordance with rules relating to shareholder approval for purposes of Section 280G of the Code prior to any payment, grant of any right or provision of any benefit to an employee of Company as a result of or in connection with the consummation of the transactions contemplated hereby which would cause the limitations of Section 280G of the Code with respect to tax deductibility to be exceeded ("Excess 280G Agreements"). Company shall use its best efforts to amend any Excess 280G Agreements to make any payment thereunder subject to and contingent upon such shareholder approval.
280G Shareholder Approval. With respect to any payments and/or benefits that Parent and the Company mutually determine may constitute “parachute payments” under Section 280G of the Code with respect to any Employees, the Company shall have submitted such payments to a vote of the Shareholders and the Shareholders shall have (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “parachute payments” or (ii) in the absence of such shareholder approval, each Person who Parent and the Company reasonably believe is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code) shall have executed a Parachute Payment Waiver, which remains in effect as of immediately prior to the Effective Time, such that no “parachute payments” shall be provided.
280G Shareholder Approval. Promptly following the execution of this Agreement, the Company shall submit to the holders of Company Capital Stock for approval (in a manner satisfactory to Buyer), by such number of holders of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments or benefits that may separately or in the aggregate, constitute “parachute payments” pursuant to Section 280G of the Code (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and approval by Buyer), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, the Company shall deliver to Buyer notification and evidence satisfactory to Buyer that (a) a vote of the holders of Company Capital Stock was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite shareholder approval was obtained with respect to any payments or benefits that were subject to the shareholder vote (the “280G Shareholder Approval”), or (b) that the 280G Shareholder Approval was not obtained and as a consequence, that such payments or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments or benefits, which were executed by the affected individuals prior to the vote of the holders of Company Capital Stock pursuant to this Section 4.11.
280G Shareholder Approval. The Company shall deliver to Parent evidence reasonably satisfactory to Parent either that, with respect to any payments of cash or sales and purchases of stock or vesting of Company Stock Rights or other benefits contemplated by this Agreement that may be deemed to constitute "parachute payments" pursuant to Section 280G of the Code ("Potential 280G Benefits"), (i) the Company's Shareholders have approved by the requisite vote such that all such Potential 280G Benefits resulting from the transactions contemplated hereby shall not be deemed to be "parachute payments" pursuant to Section 280G of the Code and the regulations thereunder or shall be exempt from such treatment under such Section 280G and the regulations thereunder, (ii) that such requisite shareholder approval has been sought but has not been obtained with respect to a Potential 280G Benefit and, as a consequence and pursuant to the terms of the agreement providing for such Potential 280G Benefit, such Potential 280G Benefit shall not be made or provided pursuant to the waivers of those Potential 280G Benefits which were executed by the affected individuals prior to the Company Shareholder vote, or (iii) that such payments or benefits are not parachute payments because the Company is a "small business corporation" qualifying for exemption under Code Section 280G(b)(5)(A)(i) and the regulations thereunder.
