Common use of 280G Shareholder Approval Clause in Contracts

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 be unreasonably withheld, conditioned or delayed.

280G Shareholder Approval. No later than ten (10) Business Days As soon as practicable following the date of this Agreement, but in any event prior to the Closing, Parent will provide to the Company details regarding any payments from Parent that could constitute “parachute payments” shall: (within the meaning of Section 280G of the Codei) in connection with the Transactions. Promptly following the execution of this Agreement (but in no event later than ten (10) Business Days prior use commercially reasonable efforts 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 as defined in Section 280G 280G(c) of the Code) who may receive a waiver by such individual of any and all payments (or benefits other benefits) that could constitute “parachute payments” are 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) 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 extent necessary so that such payments 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 would not be “excess parachute payments” pursuant to under Section 280G of the Code (“Section 280G PaymentsWaiver”), ) and (ii) submit to its shareholders for a vote all such that such waived payments and benefits in a manner such that, if such vote is adopted by the shareholders in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and Treasury Regulations promulgated thereunder, no payment or benefit received by such “disqualified individual” would be a “parachute payment” under Section 280G(b) of the Code. Such vote shall not establish the “disqualified individual’s” right to the payment and other benefits. In addition, the Company shall provide adequate disclosure to the shareholders entitled to vote of all material facts concerning all payments and benefits that, but for such vote, could be deemed “parachute payments” to be any such “disqualified individual” under Section 280G Payments, of the Code in a manner intended to satisfy Section 280G(b)(5)(B)(ii) of the Code and prior Treasury Regulations promulgated thereunder. Prior to the Closing, the Company shall deliver to Parent notification and documentation Buyer evidence reasonably satisfactory to Parent that Buyer, (i) that a Section 280G shareholder vote of the holders of Company Shares was solicited in conformance with Section 280G of the Code and the regulations promulgated thereunder Code, and the requisite shareholder approval was obtained with respect to any payments and/or benefits that were subject to the Company shareholder vote (the “Section 280G Shareholder Approval”) or (ii) that the Section 280G Shareholder Approval was not obtained and as a consequence, that pursuant to the Section 280G Waivers, such payments and/or benefits waived “parachute payments” 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 6.15provided. The form of the waiverSection 280G Waiver, the shareholder disclosure statement, any other materials to be submitted to the Company’s shareholders in connection with the Section 280G Approval and the calculations related to the foregoing (whether or not final) shall be subject to advance review and approval comment by ParentBuyer, which approval and the Company shall not be unreasonably withheld, conditioned or delayedaccept the Buyer’s reasonable comments to such documents.

280G Shareholder Approval. No later than ten (10) Business Days prior 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), Effective Time 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 evidence reasonably satisfactory to Parent and in accordance with the requirements of Section 280G(b)(5)(Bthat (i) 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” requisite shareholder approval 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 sought 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 such that all 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 (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 waivers of those payments and/or benefits, which were executed by the affected individuals prior to the vote shareholder vote, or (iii) that such payments or benefits are not parachute payments because the Company would qualify as a "small business corporation" without regard to an election as described in Treasury Regulations Section 1.280G-1, Q&A 6. To the extent (iii) in the preceding sentence does not apply, the Company shall promptly submit to the shareholders of the holders Company for approval (in a manner satisfactory to Parent), by such number of Company Shares pursuant to this Section 6.15. The form shareholders of the waiverCompany 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 disclosure statementaggregate, constitute Potential 280G Benefits (which determination shall be made by the Company and the calculations related to the foregoing shall be subject to advance review and approval by Parent), which approval such that such payments and benefits shall not be unreasonably withheld, conditioned or delayeddeemed to be Potential 280G Benefits.

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 Agreement, and in no any 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 Closing Date no event less later than three (3) Business Days prior to the Closing)Days, the Company shall submit to the Sellers Company Shareholders for approval (in a manner reasonably satisfactory to Parent and in accordance with the requirements of Section 280G(b)(5)(B) of the CodeParent), by such number of holders of the Sellers Company Shareholders 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”) (which determination shall be made by the Company and shall be subject to review and approval by Acquirer, such approval not to be unreasonably withheld, conditioned or delayed), such that such payments and benefits shall not be deemed to be Section 280G Payments, and prior to the Closing, and the Company shall deliver to Parent Acquirer notification and documentation reasonably satisfactory to Parent Acquirer that (i) a vote of the holders of Company Shares Share Capital 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 waivers of those payments and/or benefits that were executed by the affected individuals prior to the vote of the holders of Company Shares Share Capital 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 be unreasonably withheld, conditioned or delayed6.14.