Common use of 280G Clause in Contracts

280G. Prior to the Closing Date, the Seller shall cause the Company to use its reasonable best efforts to seek valid waivers (collectively, the “Waivers”) of any payments and/or benefits that the Company reasonably determines may, individually or in the aggregate, constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), in form and substance reasonably satisfactory to the Purchaser, and shall use its reasonable best efforts to seek equityholder approval (in a manner satisfactory to the Purchaser), by such number of equityholders as is required pursuant to Section 280G(b)(5)(B) of the Code, of all such payments and/or benefits (the “Equityholder Approval”), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code and that the deduction of such payments and/or benefits will not be limited by the application of Section 280G of the Code and the applicable regulations thereunder, in each case, if such Waivers and Equityholder Approval are obtained. The Seller will cause the Company to provide the Purchaser with a reasonable opportunity to review and comment on all calculations and documents prepared in connection with the foregoing and will make such modifications thereto as are reasonably requested by the Purchaser.

280G. Prior Promptly following the execution of this Agreement, the Company shall submit to the Closing DateTransferors for approval (in a manner reasonably satisfactory to Acquiror), the Seller shall cause the Company to use its reasonable best efforts to seek valid waivers (collectively, the “Waivers”in accordance with Section 280G(b)(5)(B) of the Code, any payments and/or benefits that the Company reasonably determines may, individually may separately or in the aggregate, constitute “parachute payments” (within the meaning of pursuant to Section 280G of the Code and (“Section 280G Payments”) (which determination shall be made by the regulations promulgated thereunder), in form and substance reasonably satisfactory to the Purchaser, Company and shall use its reasonable best efforts be subject to seek equityholder review and approval (in a manner satisfactory by Acquiror, such approval not to the Purchaser)be unreasonably withheld, by such number of equityholders as is required pursuant to Section 280G(b)(5)(B) of the Code, of all such payments and/or benefits (the “Equityholder Approval”conditioned or delayed), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G Payments, and prior to the Closing, the Company shall deliver to Acquiror notification and documentation reasonably satisfactory to Acquiror that (a) a vote of the Code holders of the capital stock of the Company was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments and/or benefits that were subject to the stockholder vote (the “280G Stockholder Approval”), or (b) that the deduction of 280G Stockholder Approval was not obtained and as a consequence, that such payments and/or benefits will shall not be limited by made or provided to the application of extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments and/or benefits which were executed by the affected individuals prior to the vote of the Code and the applicable regulations thereunder, in each case, if such Waivers and Equityholder Approval are obtained. The Seller will cause the Company holders of Company’s capital stock pursuant to provide the Purchaser with a reasonable opportunity to review and comment on all calculations and documents prepared in connection with the foregoing and will make such modifications thereto as are reasonably requested by the Purchaserthis Section 7.13.

280G. Prior The Company will (a), no later than three days prior to the Closing Date, the Seller shall cause use commercially reasonable efforts to obtain from each “disqualified individual” with respect to the Company to use its reasonable best efforts to seek valid waivers (collectively, within the “Waivers”meaning of Section 280G(c) of the Code) who is entitled to receive any payments and/or or benefits that the Company reasonably determines may, individually or in the aggregate, could constitute a “parachute paymentspayment” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), in form and substance reasonably satisfactory to the Purchaser, and shall use its reasonable best efforts to seek equityholder approval (in a manner satisfactory to the Purchaser), by such number of equityholders as is required pursuant to Section 280G(b)(5)(B280G(b)(2)(A) of the Code) (each such person, a “280G Individual”) a waiver of such 280G Individual’s rights to some or all of such payments and/or or benefits (the “Equityholder ApprovalWaived 280G Benefits”)) so that all remaining payments and/or benefits, such that such payments and benefits if any, shall not be deemed to be “parachute payments” under Section ; and (b) prior to the Closing Date, with respect to each 280G Individual who agrees to the waiver described in clause (a), submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and that any regulations promulgated thereunder) the deduction right of any such 280G Individual to receive the Waived 280G Benefits. Prior to soliciting such waivers and approval, the Company shall provide drafts of such payments and/or benefits waivers and approval materials (including the written consent of stockholders in lieu of special meeting of stockholders) to the Purchaser for its review (including the ability to review source information) and approval (which approval will not be limited by unreasonably withheld, conditioned or delayed). Purchaser and its Affiliates agree to not provide or enter into any arrangement, separately or in the application of Section 280G of aggregate with any existing arrangements, with any disqualified individual on or prior to the Code and the applicable regulations thereunder, in each case, if such Waivers and Equityholder Approval are obtained. The Seller will cause the Company to Closing Date that would provide the Purchaser with a reasonable opportunity to review and comment on all calculations and documents prepared in connection with the foregoing and will make such modifications thereto as are reasonably requested by the Purchaserfor any “parachute payments.”

280G. Prior Promptly following the execution of this Agreement, the Company shall submit to the Closing DateShareholder for approval (in a manner reasonably satisfactory to Buyer), by such number of holders of the Seller shall cause Shareholder as is required by the Company to use its reasonable best efforts to seek valid waivers (collectively, the “Waivers”terms of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that the Company reasonably determines may, individually may separately or in the aggregate, constitute “parachute payments” (within the meaning of pursuant to Section 280G of the Code and (“Section 280G Payments”) (which determination shall be made by the regulations promulgated thereunder), in form and substance reasonably satisfactory to the Purchaser, Company and shall use its reasonable best efforts be subject to seek equityholder review and approval (in a manner satisfactory by Buyer, such approval not to the Purchaser)be unreasonably withheld, by such number of equityholders as is required pursuant to Section 280G(b)(5)(B) of the Code, of all such payments and/or benefits (the “Equityholder Approval”conditioned or delayed), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G Payments, and prior to the Closing, the Company shall deliver to Buyer notification and documentation reasonably satisfactory to Buyer that (a) a vote of the Code holders of the capital stock of the Company was solicited in conformance with Section 280G 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 (b) that the deduction of 280G Shareholder Approval was not obtained and as a consequence, that such payments and/or benefits will shall not be limited by made or provided to the application of extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments and/or benefits which were executed by the affected individuals prior to the vote of the Code and the applicable regulations thereunder, in each case, if such Waivers and Equityholder Approval are obtained. The Seller will cause the Company holders of Company’s capital stock pursuant to provide the Purchaser with a reasonable opportunity to review and comment on all calculations and documents prepared in connection with the foregoing and will make such modifications thereto as are reasonably requested by the Purchaserthis Section 7.13.

280G. Prior To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive any payments or benefits that constitute “parachute payments” (within the Closing Datemeaning of Section 280G(b)(2)(A) of the Code), then, the Seller shall cause the applicable Acquired Company to will, (i) use its commercially reasonable best efforts to seek valid waivers solicit from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (collectively, the “WaiversWaived 280G Benefits”) of so that any remaining payments and/or benefits that the Company reasonably determines may, individually or in the aggregate, constitute shall not be deemed to be “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), in form and substance reasonably satisfactory (ii) with respect to each individual who agrees to the Purchaserwaiver described in clause (i), and submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, the right of any such “disqualified individual” to receive the Waived 280G Benefits. Buyer shall use its reasonable best efforts reasonably cooperate with the Company in connection with the determination of any parachute payments subject to seek equityholder approval this Section 8.11, including by providing the Company with material information in Buyer’s possession relevant to such payments (in a manner satisfactory including copies of any go-forward employment, incentive, equity, or other agreements) no later than ten (10) Business Days prior to the Purchaser), by such number Closing. Neither the Company nor any of equityholders as is required pursuant its Affiliates will be deemed to be in breach of this Section 8.11 to the extent that the vote described in this Section 8.11 does not meet the requirements of Section 280G(b)(5)(B) of the Code, of all such payments and/or benefits (the “Equityholder Approval”), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code and that the deduction of such payments and/or benefits will not be limited by the application of Section 280G of the Code and the applicable regulations thereunder, in each case, if such Waivers and Equityholder Approval are obtained. The Seller will cause Treasury Regulations promulgated thereunder solely due to Buyer’s breach of the Company to provide the Purchaser with a reasonable opportunity to review and comment on all calculations and documents prepared in connection with the foregoing and will make such modifications thereto as are reasonably requested by the Purchaserimmediately preceding sentence.

280G. Prior to the Closing DateClosing, the Seller Company shall cause the Company to use its reasonable best efforts to seek valid waivers (collectively, a) obtain from each “disqualified individual” (as defined in Section 280G(c) of the “Waivers”Code) a waiver of any payments and/or or benefits that the Company might otherwise reasonably determines may, individually or result in the aggregate, constitute payment or provision of “parachute payments” (within as defined in Section 280G(b)(2) of the meaning Code) or that might be subject to an excise Tax under Section 4999 of the Code (“Waived Section 280G Payments”) so that all remaining payments or benefits applicable to such individual shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G of the Code and (b) submit to all stockholders or members entitled to vote (as determined in accordance with Section 280G of the Code and the regulations promulgated thereunder), in form and substance reasonably satisfactory to the Purchaser, and shall use its reasonable best efforts to seek equityholder ) for approval (in a manner satisfactory to the Purchaser), by such number of equityholders as is required pursuant to any Waived Section 280G(b)(5)(B) of the Code, of all such payments and/or benefits (the “Equityholder Approval”)280G Payments, such that such payments and benefits shall not be deemed to be “parachute payments.” under Section 280G Prior to the Closing, the Company shall deliver to the Buyer evidence reasonably satisfactory to the Buyer that (i) a vote of the Code and that the deduction of such payments and/or benefits will not be limited by the application of stockholders or members entitled to vote was solicited in conformance with Section 280G of the Code and the applicable regulations thereunderpromulgated thereunder and the requisite member approval was obtained with respect to any Waived Section 280G Payments (the “280G Approval”), in each caseor (ii) the 280G Approval was not obtained and as a consequence, if such Waivers and Equityholder Approval are obtained. The Seller will Waived Section 280G Payments shall not be made or provided to the extent they would cause the Company any amounts to provide the Purchaser with a reasonable opportunity to review and comment on all calculations and documents prepared in connection with the foregoing and will make such modifications thereto as are reasonably requested by the Purchaserconstitute “parachute payments.

280G. Prior The Company shall (a) secure from each Person that is a U.S. taxpayer and who is, with respect to the Closing DateCompany, a “disqualified individual” (within the Seller shall cause meaning of Section 280G of the Company Code) and that has a right to use its reasonable best efforts to seek valid waivers (collectively, the “Waivers”) of any payments and/or benefits that the Company reasonably determines may, individually which 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 the Buyer, which approval shall not be unreasonably withheld) a waiver of such Person’s rights to any such payments and/or benefits (the “Waived 280G Benefits”) applicable to such Person so that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code Code) and the regulations promulgated thereunder), in form and substance reasonably satisfactory (b) submit to the Purchaser, and shall use its reasonable best efforts to seek equityholder Company Shareholders for approval (in a manner reasonably satisfactory to the PurchaserBuyer), by such number of equityholders Company Shareholders as is required pursuant to by Section 280G(b)(5)(B) of the Code, any Waived 280G Benefits, and prior to the Closing, the Company shall deliver to the Buyer evidence satisfactory to the Buyer that (A) a vote of all such the Company Shareholders was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite stockholder approval was obtained with respect to any payments and/or benefits that were subject to the vote of Company Shareholders (the “Equityholder 280G Shareholder Approval”), such that such payments and benefits or (B) the 280G Shareholder Approval was not obtained and, as a consequence, the Waived 280G Benefits shall not be deemed made or provided to be “parachute payments” under the extent they would cause any amounts to constitute Section 280G of the Code and that the deduction of such payments and/or benefits will not be limited by the application of Section 280G of the Code and the applicable regulations thereunder, in each case, if such Waivers and Equityholder Approval are obtained. The Seller will cause the Company to provide the Purchaser with a reasonable opportunity to review and comment on all calculations and documents prepared in connection with the foregoing and will make such modifications thereto as are reasonably requested by the PurchaserPayments.

280G. Prior (a) The Partnership shall use its commercially reasonable efforts to obtain, prior to the Closing Dateinitiation of the requisite equityholder approval procedure under Section 6.17(b) below, a waiver of the Seller shall cause the Company right to use its reasonable best efforts to seek valid waivers (collectively, the “Waivers”) of any receive payments and/or benefits that the Company reasonably determines may, individually or in the aggregate, could constitute “parachute payments” under Code Section 280G and regulations promulgated thereunder (a “Parachute Payment Waiver”) from each Person whom the Partnership reasonably believes is a “disqualified individual” (within the meaning of Code Section 280G of the Code and the regulations promulgated Treasury Regulations thereunder), in form and substance reasonably satisfactory who the Partnership believes might otherwise receive, have received, or have the right or entitlement to receive, any parachute payment under Code Section 280G, and the Partnership shall have delivered each such Parachute Payment Waiver to Parent on or before the Closing Date. (b) Prior to the PurchaserClosing, the Partnership shall initiate the procedure to obtain, and shall use its commercially reasonable best efforts to seek obtain, the equityholder approval (as is required by Code Section 280G(b)(5)(B) so as to render the parachute payment provisions of Code Section 280G inapplicable to any and all payments and/or benefits provided pursuant to contracts or arrangements that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 6.17(a) above, might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Code Section 280G, with such equityholder approval to be obtained in a manner satisfactory to the Purchaser), by which satisfies all applicable requirements of such number of equityholders as is required pursuant to Code Section 280G(b)(5)(B) of the Code, of all such payments and/or benefits (the “Equityholder Approval”), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code and that the deduction of such payments and/or benefits will not be limited by the application of Section 280G of the Code and the applicable regulations Treasury Regulations thereunder, in each case, if such Waivers and Equityholder Approval are obtained. The Seller will cause the Company to provide the Purchaser with a reasonable opportunity to review and comment on all calculations and documents prepared in connection with the foregoing and will make such modifications thereto as are reasonably requested by the Purchaser.

280G. Prior The Company shall, prior to the Closing Date, seek to obtain the Seller shall cause approval of the Company to use its reasonable best efforts to seek valid waivers Stockholders (collectively, in accordance with the “Waivers”) of any payments and/or benefits that the Company reasonably determines may, individually or in the aggregate, constitute “parachute payments” (within the meaning requirements of Section 280G 280G(b)(5)(B) of the Code and the regulations promulgated thereunder)pursuant thereto) with respect to any payments to be made by the Company and its Subsidiaries or Parent or its Affiliates with respect to arrangements in place at the Closing that would, in form and substance reasonably satisfactory absent Stockholder approval, be excess parachute payments as a result of the transactions contemplated hereby; provided, however, that to the Purchaserextent that any contract, agreement, or plan is entered into by Parent, the Company or any of their Affiliates and shall use its reasonable best efforts to seek equityholder approval a “disqualified individual” (as defined in a manner satisfactory to the Purchaser), by such number of equityholders as is required pursuant to Section 280G(b)(5)(B) 280G of the Code) in connection with the transactions contemplated by this Agreement on or before the Closing Date, Parent shall provide a copy of all such contract, agreement or plan to the Company and the Representative at least 15 days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments and/or or benefits (granted or contemplated therein, which may be paid or granted in connection with the “Equityholder Approval”), such transactions contemplated by this Agreement that such payments and benefits shall not be deemed to be could constitute a “parachute paymentspayment” under Section 280G of the Code and Code. Prior to such Stockholder approval, the Company shall use commercially reasonable efforts to obtain waivers from such individuals, such that the deduction of unless such payments and/or benefits will are approved by the Stockholders to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code, no such waived payments shall be made. For the avoidance of doubt, the Closing shall not be limited by the application of conditioned on such vote described in this Section 280G of the Code and the applicable regulations thereunder, in each case, if 9.03 occurring or receiving Stockholder approval for any such Waivers and Equityholder Approval are obtained. The Seller will cause the Company to provide the Purchaser with a reasonable opportunity to review and comment on all calculations and documents prepared in connection with the foregoing and will make such modifications thereto as are reasonably requested by the Purchaserpayments.

280G. Prior to the Closing DateClosing, the Seller Company shall cause the Company to use its commercially reasonable best efforts to seek valid waivers (collectively, i) obtain an executed waiver from each Person who is a “disqualified individual” (as defined in Section 280G of the “Waivers”Code) of that portion of any payments and/or or economic benefits received or payable to such Person that the Company is reasonably determines may, individually or in the aggregate, expected to constitute “parachute payments” (within as defined in Section 280G(b) of the meaning of Section Code (the “Waived 280G Benefits”), if any, and (ii) solicit the approval of Seller, as the sole stockholder of the Company, of any waived 280G benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the regulations promulgated Treasury Regulations thereunder), in form and substance reasonably satisfactory . Solely to the Purchaserextent there are any Waived 280G Benefits, (A) the Company shall forward to Buyer at least five (5) days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 7.8 (including supporting analysis and calculations) for Buyer’s review and comment, and the Company shall use its reasonable best efforts consider the comments received from Buyer on such documents at least two (2) days prior to seek equityholder approval (in a manner satisfactory distribution to the Purchaser)intended recipients in good faith, by such number of equityholders as is required pursuant and (B) prior to Section 280G(b)(5)(B) Closing, the Company shall deliver to Buyer evidence of the Coderesults of such vote. Such shareholder approval, of all such payments and/or benefits (if obtained, shall establish the “Equityholder Approval”)disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such payments and benefits shall stockholder approval is not be deemed to be “parachute payments” under Section obtained, no portion of the Waived 280G of the Code and that the deduction of such payments and/or benefits will not Benefits shall be limited by the application of Section 280G of the Code and the applicable regulations thereunderpaid, in each casepayable, if such Waivers and Equityholder Approval are obtained. The Seller will cause the Company to provide the Purchaser with a reasonable opportunity to review and comment on all calculations and documents prepared in connection with the foregoing and will make such modifications thereto as are reasonably requested by the Purchaserreceived or retained.

280G. Prior If applicable, promptly following the execution of this Agreement, the Company shall submit to the Closing Date, Shareholders for approval (in a manner reasonably satisfactory to Buyer) as is required by the Seller shall cause the Company to use its reasonable best efforts to seek valid waivers (collectively, the “Waivers”terms of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that the Company reasonably determines may, individually may separately or in the aggregate, constitute “parachute payments” (within the meaning of pursuant to Section 280G of the Code and (“Section 280G Payments”) (which determination shall be made by the regulations promulgated thereunder), in form and substance reasonably satisfactory to the Purchaser, Company and shall use its reasonable best efforts be subject to seek equityholder review and approval (in a manner satisfactory by Buyer, such approval not to the Purchaser)be unreasonably withheld, by such number of equityholders as is required pursuant to Section 280G(b)(5)(B) of the Code, of all such payments and/or benefits (the “Equityholder Approval”conditioned or delayed), such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G Payments, and prior to the Closing (but in no event later than five (5) Business Days prior to the Closing Date), the Company shall deliver to Buyer notification and documentation reasonably satisfactory to Buyer that (a) a vote of the Code and that holders of the deduction capital stock of such payments and/or benefits will not be limited by the application of Company was solicited in conformance with Section 280G of the Code and the applicable regulations thereunderpromulgated 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”), in each caseor (b) that the 280G Shareholder Approval was not obtained and as a consequence, if that such Waivers and Equityholder Approval are obtainedpayments 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 waivers of those payments and/or benefits which were executed by the affected individuals prior to the vote of the holders of Company’s capital stock pursuant to this Section 7.13. The Seller Company will cause the Company to provide the Purchaser Buyer and its counsel with a reasonable opportunity to review and comment on all calculations documents to be delivered to the shareholders and documents prepared any person who is or could reasonably be expected to be a “disqualified individual” (as defined in Section 280G(c) of the Code) in connection with the foregoing and will make such modifications thereto as are reasonably requested by the Purchasershareholder vote.

280G. Prior to the Closing DateClosing, the Seller Company shall cause the Company to use its reasonable best efforts to seek valid waivers (collectively, i) obtain an executed waiver from each Person who is a “disqualified individual” (as defined in Section 280G of the “Waivers”Code) of that portion of any payments and/or or economic benefits received or payable to such Person that the Company reasonably determines maycould, individually or in the aggregate, constitute “parachute payments” (within as defined in Section 280G(b) of the meaning Code) (the “Waived 280G Benefits”), and (ii) solicit the approval of its equityholders of any Waived 280G Benefits, in a manner that complies with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder. The Company shall forward to the Buyer at least seven (7) days prior to distribution to the intended recipients, copies of all documents prepared by the Company in connection with this Section 6.15 (including supporting analysis and calculations, form of waiver agreement, equityholder consent and disclosure statement) for the Buyer’s review and comment, and the Company shall incorporate all reasonable comments received from the Buyer on such documents at least two (2) days prior to the distribution to the intended recipients. Prior to the Closing, the Company shall deliver to the Buyer evidence of the results of such vote. Such equityholder approval, if obtained, shall establish the disqualified individual’s right to receive or retain the Waived 280G Benefits, such that if such equityholder approval is not obtained, no portion of the Waived 280G Benefits shall be paid, payable, received or retained. For the avoidance of doubt, with respect to any Buyer Arrangement (defined as any arrangement agreed upon or entered into by, or at the direction of, Buyer and/or its Affiliates, on the one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) of which the Company is aware prior to the Closing Date, the Company shall cooperate with Buyer in good faith to calculate or determine the value (for purposes of Section 280G of the Code and the regulations promulgated thereunder), in form and substance reasonably satisfactory to the Purchaser, and shall use its reasonable best efforts to seek equityholder approval (in a manner satisfactory to the Purchaser), by such number of equityholders as is required pursuant to Section 280G(b)(5)(BCode) of the Code, of all such any payments and/or or benefits (the “Equityholder Approval”), such granted or contemplated therein that such payments and benefits shall not could reasonably be deemed expected to be constitute a “parachute paymentspayment” under Section 280G of the Code Code, and that incorporate such Buyer Arrangements (defined as any arrangement agreed upon or entered into by, or at the deduction of such payments direction of, Buyer and/or benefits will not be limited by its Affiliates, on the application of Section one hand, and a “disqualified individual,” on the other hand, on or prior to the Closing Date) into its calculations and 280G of the Code and the applicable regulations thereunder, in each case, if such Waivers and Equityholder Approval are obtained. The Seller will cause the Company to provide the Purchaser with a reasonable opportunity to review and comment on all calculations and documents prepared in connection with the foregoing and will make such modifications thereto as are reasonably requested by the Purchaserequityholder approval process described above.

280G. Prior to the Closing DateClosing, the Seller Company shall cause use commercially reasonable efforts to: (a) obtain from each “disqualified individual” (within the Company to use its reasonable best efforts to seek valid waivers (collectively, the “Waivers”meaning of Section 280G(c) of the Code) who has a right to any payments and/or benefits that the Company reasonably determines may, individually as a result of or in connection with the aggregate, transactions contemplated hereby that would be deemed to constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunderthereunder (“Section 280G”), in form and substance reasonably satisfactory ) a waiver of such individual’s rights to the Purchaser, and shall use its reasonable best efforts to seek equityholder approval (in a manner satisfactory to the Purchaser), by such number some or all of equityholders as is required pursuant to Section 280G(b)(5)(B) of the Code, of all such payments and/or benefits (the “Equityholder ApprovalWaived Section 280G Payments”), ) applicable to such individual so that all remaining payments and/or benefits applicable to such payments and benefits individual shall not be deemed to be “excess parachute payments” that would not be deductible under Section 280G G, and (b) submit to its equityholders for approval, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and that the applicable rulings and regulations thereunder, the Waived Section 280G Payments, such that, if such equityholder approval is obtained, the deduction of such payments and/or benefits will not be limited by the application of Section 280G. Prior to the Closing, the Company shall inform Buyer that either (x) the requisite Company equityholder approval was obtained with respect to the Waived Section 280G Payments, or (y) the Company equityholder approval of the Code Waived Section 280G Payments was not obtained and that, as a consequence, such Waived Section 280G Payments shall not be made or provided. Prior to submission of the applicable regulations thereunderWaived Section 280G Payments to its equityholders for approval, in each case, if such Waivers and Equityholder Approval are obtained. The Seller will cause the Company shall provide to provide the Purchaser with a Buyer for its reasonable opportunity to review and comment on approval copies of all calculations and documents prepared in connection with this Section 5.7, including the foregoing and will make such modifications thereto as are reasonably requested parachute payment calculations prepared by the PurchaserCompany and/or its advisors.

280G. Prior to In the Closing Date, the Seller shall cause the Company to use its reasonable best efforts to seek valid waivers (collectively, the “Waivers”) of event that any payments and/or benefits that as a result of the Transactions to any Person who is a “disqualified individual” with respect to the Company reasonably determines may, individually or in the aggregate, constitute “parachute payments” its Subsidiary (within the meaning of Section 280G of the Code) could constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code and the regulations promulgated thereunder(“Section 280G Payments”), including any compensation that may be paid or payable under any agreement with Buyer to be entered into on or prior to the Closing (subject to the disclosure requirements set forth below), then prior to Closing, the Company shall (i) seek from such disqualified individual a written waiver, in a form and substance reasonably satisfactory to the PurchaserCompany and Buyer, and that shall use its reasonable best efforts to seek equityholder provide that, if the requisite stockholder approval (in a manner satisfactory to the Purchaser), by such number of equityholders as is required pursuant to under Section 280G(b)(5)(B) of the Code, of all such payments and/or benefits (the “Equityholder Approval”)Code is not obtained, such disqualified individual’s Section 280G Payments shall be reduced so that such payments and benefits shall Section 280G Payments do not be deemed to be exceed three times the disqualified individual’s “parachute paymentsbase amount” under Section 280G of the Code and that the deduction of such payments and/or benefits will not be limited less one dollar, if reasonably determined by the application Company and Buyer to be required to enable such stockholder approval to be valid for purposes of complying with the stockholder approval procedures set forth in Section 280G(b)(5)(B) of the Code (the “280G Shareholder Approval Procedures”), and (ii) provided the waiver in subsection (i) is obtained, submit to the Stockholders for approval, in a manner and form that is intended to comply with the 280G Shareholder Approval Procedures, such Section 280G Payments. No later than five (5) days prior to soliciting such waivers and approval, the Company shall provide drafts of such waivers and disclosure and approval materials (and related calculations) to Buyer for its review, comment and approval, which shall not be unreasonably withheld. To the extent applicable, the Company shall provide to Buyer the results of such stockholder vote at or prior to the Closing, and shall provide to Buyer evidence reasonable satisfactory to Buyer that either (A) the requisite number of votes of holders of the Code and equity interests of the applicable regulations thereunderCompany was obtained with respect to the Section 280G Payments (the “280G Approval”) or (B) the 280G Approval was not obtained, and, as a result, no Section 280G Payments shall be made or provided. Notwithstanding the foregoing, Buyer shall provide the Company with sufficient information in a timely manner regarding each agreement any disqualified individual will enter into with Buyer or an affiliate of Buyer on or prior to the Closing, if any, in each case, if such Waivers and Equityholder Approval are obtained. The Seller will cause order to enable the Company to provide the Purchaser with determine whether a reasonable opportunity payment under each such agreement constitutes (either alone or in combination) a Section 280G Payment, and to review obtain and comment on all calculations waiver and documents prepared stockholder approval of any compensation payable under each such agreement in connection accordance with the foregoing 280G Shareholder Approval Procedures, and, to the extent Buyer fails to do so and will make such modifications thereto as are reasonably requested compensation paid or payable under any agreement with Buyer results in excise taxes imposed upon disqualified individuals by Section 4999 of the PurchaserCode, the Company shall not be considered to be in violation of this covenant.