Common use of 280G Vote Clause in Contracts

280G Vote. Prior to the Closing, to the extent the right of any “disqualified individual” (as defined in Treasury Regulation Section 1.280G-1) with respect to the Company (each, a “Disqualified Individual”) to receive any payments from Seller or its Affiliates (including the Company and its Subsidiaries with respect to any rights to payments granted by such entity prior to the Closing) would constitute a “parachute payment” within the meaning of Section 280G(b)(2)(A)(i) of the Code and any regulations promulgated thereunder, the Company shall take all necessary actions (including obtaining any required waivers or consents (to the extent not obtained prior to the date hereof) from any Disqualified Individual to waive such Disqualified Individual’s right to the portion of such payment that would constitute an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code) to submit such payments, to the extent that they constitute an “excess parachute payment”, to a vote in accordance with the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder. The Company shall forward to Buyer prior to submission copies of all documents prepared by the Company in connection with this Section 5.15 and shall incorporate any reasonable comments that are made by Buyer. To the extent that the content of any documents submitted in accordance with the immediately preceding sentence cause such vote to fail to meet the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder, such failure shall not constitute a violation of this covenant; provided that such documents have been approved by Buyer following disclosure to Buyer of all relevant information (and any reasonable comments made by Buyer with respect such documents have been accepted by the Company) prior to such submission.

280G Vote. Prior to the ClosingEffective Time, the Company shall submit to a stockholder vote, in a manner that satisfies the extent stockholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Treasury Regulation Section 1.280G-1280G(c) with respect to of the Company (each, a “Disqualified Individual”Code) to receive any and all payments from Seller (or its Affiliates other benefits) contingent on the consummation of the transactions contemplated by this Agreement (including the Company and its Subsidiaries with respect to any rights to payments granted by such entity prior to the Closing) would constitute a “parachute payment” within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that, no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code). Such vote shall establish the disqualified individual’s right to the payment or other compensation and any regulations promulgated thereunder, the Company shall take all necessary actions (including obtaining obtain any required waivers or consents (to from the extent not obtained disqualified individual prior to the date hereof) from vote. In addition, the Company shall provide adequate disclosure to Company stockholders that hold voting Company Capital Stock of all material facts concerning all payments to any Disqualified Individual to waive such Disqualified Individual’s right to the portion of disqualified individual that, but for such payment that would constitute an vote, could be deemed “excess parachute paymentpayments” within the meaning of under Section 280G(b)(1) 280G of the Code) to submit such payments, to the extent Code in a manner that they constitute an “excess parachute payment”, to a vote in accordance with the requirements of satisfies Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder. The Parent and its counsel shall have the right to review and 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 forward to Buyer prior to submission be provided copies of all vote documents prepared executed by the Company in connection with this Section 5.15 stockholders and shall incorporate any reasonable comments that are made by Buyer. To the extent that the content of any documents submitted in accordance with the immediately preceding sentence cause such vote to fail to meet the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder, such failure shall not constitute a violation of this covenant; provided that such documents have been approved by Buyer following disclosure to Buyer of all relevant information (and any reasonable comments made by Buyer with respect such documents have been accepted by the Company) prior to such submissiondisqualified individuals.

280G Vote. Prior to the Closing, the Company shall (i) use reasonable best efforts to the extent the right of any “obtain from each "disqualified individual” " (as defined in Treasury Regulation Section 1.280G-1280G(c) with respect to of the Company (each, Code) a “Disqualified Individual”) to receive any payments from Seller or its Affiliates (including the Company and its Subsidiaries with respect to any rights to payments granted waiver by such entity prior to individual of any and all payments (or other benefits) contingent on the Closing) would constitute a “parachute payment” 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 any (ii) submit to its interestholders for a vote all such waived payments in a manner such that, if such vote is adopted by the interestholders in a manner that satisfies the equityholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder, the Company shall take all necessary actions (including obtaining any required waivers or consents (to the extent not obtained prior to the date hereof) from any Disqualified Individual to waive no payment received by such Disqualified Individual’s right to the portion of such payment that "disqualified individual" would constitute an “excess be a "parachute payment” within the meaning of " under Section 280G(b)(1280G(b) of the Code) to submit such payments, . Such vote shall establish the "disqualified individual's" right to the extent that they constitute an “excess payment or other compensation. In addition, the Company shall provide adequate disclosure to interestholders entitled to vote of all material facts concerning all payments that, but for such vote, could be deemed "parachute payment”, payments" to any such "disqualified individual" under Section 280G of the Code in a vote in accordance with the requirements of manner intended to satisfy Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder. The Company shall forward to Buyer prior to submission copies of all documents prepared by the Company in connection with this Section 5.15 and shall incorporate any reasonable comments that are made by Buyer. To the extent that the content of any documents submitted in accordance with the immediately preceding sentence cause such vote to fail to meet the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder, such failure shall not constitute a violation of this covenant; provided that such documents have been approved by Buyer following disclosure to Buyer of all relevant information (and any reasonable comments made by Buyer with respect such documents have been accepted by the Company) prior to such submission.