Common use of Parachute Payment Waivers Clause in Contracts

Parachute Payment Waivers. If necessary to ensure that this Agreement does not result in parachute payments under Section 280G of the Code, the Company shall obtain and deliver to Acquiror, prior to the initiation of the requisite shareholder approval procedure under Section 6.13, a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit J (“Parachute Payment Waiver”), from each Person who the Company reasonably believes is, with respect to the Company, any Subsidiary and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder approval procedure under Section 6.13, and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code as a result of (i) the accelerated vesting of such Person’s Company Options or unvested Common Shares that are not vested under the terms of any Contract with the Company (including any share option agreement, or share option exercise agreement, or restricted share purchase agreement) in connection with the Share Purchase and/or the termination of employment or service with the Company as wholly-owned by the Acquiror, the Acquiror or any Subsidiary before, upon or following the Share Purchase, (ii) any severance payments, bonus payments or other benefits or payments in connection with the Share Purchase and/or the termination of employment or service with the Company, the Company as wholly-owned by the Acquiror, the Acquiror or any Subsidiary before, upon or following the Share Purchase, and/or (iii) the receipt of any Company Options or Company Shares within the 12-month period ending on the Closing Date, pursuant to which each such Person shall agree to waive any and all right or entitlement to the accelerated vesting, payments, benefits, options and shares referred to in clauses (i), (ii) and (iii) to the extent the value thereof exceeds 2.99 times such Person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the requisite shareholder approval of such accelerated vesting, payments, benefits, options and shares is obtained pursuant to Section 6.13.

Parachute Payment Waivers. If necessary to ensure that this Agreement does not result in parachute payments under Section 280G of the Code, the The Company shall use commercially reasonable efforts to obtain and deliver to AcquirorParent, prior to the initiation of the requisite shareholder stockholder approval procedure under Section 6.135.10, a Parachute Payment Waiverparachute payment waiver, in substantially the form attached hereto as Exhibit J D (the “Parachute Payment Waiver”), from each Person person who the Company reasonably believes is, with respect to the Company, any Subsidiary and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to before the initiation of the requisite shareholder stockholder approval procedure under Section 6.13, 5.10 and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code as a result of (ia) the accelerated vesting of such Person’s Company Options stock options or unvested Common Shares that are not vested under the terms of any Contract with the Company (including any share option agreement, or share option exercise agreement, or restricted share purchase agreement) property in connection with the Share Purchase Merger and/or the termination of employment or service with the Company as wholly-owned by the AcquirorCompany, the Acquiror Surviving Corporation or any Subsidiary Parent before, upon or following the Share PurchaseMerger, (iib) any severance payments, bonus payments or other benefits or payments in connection with the Share Purchase Merger and/or the termination of employment or service with the Company, the Company as wholly-owned by the Acquiror, the Acquiror Surviving Corporation or any Subsidiary Parent before, upon or following the Share Purchase, Merger and/or (iiic) the receipt of any Company Options or Company Shares Common Stock within the 12-month period ending on the Closing Datedate the Effective Time occurs, pursuant to which each such Person person shall agree to waive any and all right or entitlement to the accelerated vesting, payments, benefits, benefits options and shares stock referred to in clauses (ia), (iib) and (iiic) to the extent the value thereof exceeds 2.99 times such Personperson’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the requisite shareholder stockholder approval of such accelerated vesting, payments, benefits, options and shares stock is obtained pursuant to Section 6.135.10.

Parachute Payment Waivers. If necessary to ensure that this Agreement does not result in parachute payments under Section 280G of the Code, the Parent and Company shall obtain and deliver to Acquiror, prior to the initiation of the requisite shareholder approval procedure under Section 6.13, solicit a Parachute Payment Waiver, in substantially the customary form attached hereto as Exhibit J reasonably acceptable to Acquiror (“Parachute Payment Waiver”), from each Person who the Parent and Company reasonably believes believe is, with respect to the Company, any Subsidiary Company and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder stockholder approval procedure under Section 6.135.13, and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code as a result of (i) the accelerated vesting of such Person’s Company Options or unvested Common Shares that are not vested under the terms of any Contract with the Company (including any share option agreement, or share option exercise agreement, or restricted share purchase agreement) in connection with the Share Purchase Mergers and/or the termination of employment or service with the Company as wholly-owned by the AcquirorCompany, the Surviving Entity, Acquiror or any Subsidiary member of the Parent Group before, upon or following the Share PurchaseMergers, (ii) any severance payments, bonus payments or other benefits or payments in connection with the Share Purchase Mergers and/or the termination of employment or service with the Company, the Company as wholly-owned by the AcquirorSurviving Entity, the Acquiror or any Subsidiary member of the Parent Group before, upon or following the Share PurchaseMergers, and/or (iii) the receipt of any Company Options or Company Shares Capital Stock within the 12-month period ending on the Closing Datedate on which the Effective Time occurs, pursuant to which each such Person shall agree to waive any and all right or entitlement to the accelerated vesting, payments, benefits, options and shares stock referred to in clauses (i), (ii) and (iii) to the extent the value thereof exceeds 2.99 times such Person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the requisite shareholder stockholder approval of such accelerated vesting, payments, benefits, options and shares stock is obtained pursuant to Section 6.135.13. Parent and Company shall submit the payments which are waived pursuant to the Parachute Payment Waivers to the Company Stockholders and the holders of the voting power of any entity stockholder for their approval in accordance with all applicable requirements of such Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations.

Parachute Payment Waivers. If necessary to ensure that this Agreement does not result in parachute payments under Section 280G of the Code, the The Company shall obtain and deliver to Acquiror, prior to the initiation of the requisite shareholder stockholder approval procedure under Section 6.135.16, a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit J F (“Parachute Payment Waiver”), from each Person who the Company reasonably believes is, with respect to the Company, any Subsidiary Company and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder stockholder approval procedure under Section 6.135.16, and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code as a result of (i) the accelerated vesting of such Person’s Company Options or unvested Common Unvested Company Shares that are not vested under the terms of any Contract with the Company (including any share option agreement, or share option exercise agreement, or restricted share purchase agreement) in connection with the Share Purchase Merger and/or the termination of employment or service with the Company as wholly-owned by the AcquirorCompany, the Acquiror or any Subsidiary subsidiary of Acquiror before, upon or following the Share PurchaseMerger, (ii) any severance payments, bonus payments or other benefits or payments in connection with the Share Purchase Merger and/or the termination of employment or service with the Company, the Company as wholly-owned by the Acquiror, the Acquiror or any Subsidiary subsidiary of Acquiror before, upon or following the Share PurchaseMerger, and/or (iii) the receipt of any Company Options or Company Shares Capital Stock within the 12-month period ending on the Closing Datedate on which the First Effective Time occurs, pursuant to which each such Person shall agree to waive any and all right or entitlement to the accelerated vesting, payments, benefits, options and shares stock referred to in clauses (i), (ii) and (iii) to the extent the value thereof exceeds 2.99 times such Person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the requisite shareholder stockholder approval of such accelerated vesting, payments, benefits, options and shares stock is obtained pursuant to Section 6.135.16.

Parachute Payment Waivers. If necessary to ensure that this Agreement does not result in parachute payments under Section 280G of the Code, the The Company shall obtain and deliver to AcquirorAcquirer, prior to the initiation of the requisite shareholder stockholder approval procedure under this Section 6.135.12, a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit J (“Parachute Payment Waiver”)G, from each Person who the Company reasonably believes is, with respect to the Company, any Subsidiary and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder stockholder approval procedure under Section 6.135.13, and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code as a result of (i) the accelerated vesting of such Person’s Company Options or unvested Common Shares that are not vested under the terms of any Contract with the Company (including any share option agreement, or share option exercise agreement, or restricted share purchase agreement) in connection with the Share Purchase Merger and/or the termination of employment or service with the Company as wholly-owned by the AcquirorCompany, the Acquiror Surviving Corporation, Acquirer or any Subsidiary before, upon or following the Share PurchaseMerger, (ii) any severance payments, bonus payments or other benefits or payments in connection with the Share Purchase Merger and/or the termination of employment or service with the Company, the Company as wholly-owned by the AcquirorSurviving Corporation, the Acquiror Acquirer or any Subsidiary before, upon or following the Share PurchaseMerger, and/or (iii) the receipt of any Company Options or Company Shares Capital Stock within the 12-month period ending on the Closing Datedate on which the Effective Time occurs, pursuant to which each such Person shall agree to waive any and all right or entitlement to the accelerated vesting, payments, benefits, options and shares stock referred to in clauses (i), (ii) and (iii) to the extent the value thereof exceeds 2.99 times such Person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the requisite shareholder stockholder approval of such accelerated vesting, payments, benefits, options and shares stock is obtained pursuant to Section 6.135.13.

Parachute Payment Waivers. If necessary to ensure that this Agreement does not result in parachute payments under Section 280G of the Code, the Company shall obtain and deliver to Acquiror, prior to the initiation of the requisite shareholder approval procedure under Section 6.13, a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit J (“Parachute Payment Waiver”), from each Person who the Company reasonably believes is, with respect to the Company, any Subsidiary and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder approval procedure under Section 6.13, and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code as a result of (i) the accelerated vesting of such Person’s Company Options or unvested Common Shares that are not vested under the terms of any Contract with the Company (including any share option agreement, or share option exercise agreement, or restricted share purchase agreement) in connection with the Share Purchase and/or the termination of employment or service with the Company as wholly-owned by the Acquiror, the Acquiror or any Subsidiary before, upon or following the Share Purchase, (ii) any severance payments, bonus payments or other benefits or payments in connection with the Share Purchase and/or the termination of employment or service with the Company, the Company as wholly-owned by the Acquiror, the Acquiror or any Subsidiary before, upon or following the Share Purchase, and/or (iii) the receipt of any Company Options or Company Shares within the 12-month period ending on the Closing Date, pursuant to which each such Person shall agree to waive any and all right or entitlement to the accelerated vesting, payments, benefits, options and shares referred to in clauses (i), (ii) and (iii) to the extent the value thereof exceeds 2.99 times such Person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the requisite shareholder approval of such accelerated vesting, payments, benefits, options and shares is obtained pursuant to Section 6.13.. EXECUTION COPY

Parachute Payment Waivers. If necessary Within 5 Business Days of adoption of the Management Plan, the Company shall determine whether any Person with respect to ensure that this Agreement does not result in parachute payments under the Company, any Subsidiary and/or any ERISA Affiliate is a “disqualified individual” (within the meaning of Section 280G of the Code, Code and the regulations promulgated thereunder). The Company shall obtain and deliver to Acquiror, prior to the initiation of the requisite shareholder stockholder approval procedure under Section 6.135.13, a Parachute Payment Waiver, in substantially the customary form attached hereto as Exhibit J reasonably acceptable to Acquiror (“Parachute Payment Waiver”), from each Person who the Company reasonably believes is, with respect to the Company, any Subsidiary and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder)”, as determined immediately prior to the initiation of the requisite shareholder stockholder approval procedure under Section 6.13, and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code as a result of (i) the accelerated vesting of such Person’s Company Options or unvested Common Shares that are not vested under the terms of any Contract with the Company (including any share option agreement, or share option exercise agreement, or restricted share purchase agreement) in connection with the Share Purchase Merger and/or the termination of employment or service with the Company as wholly-owned by the AcquirorCompany, the Surviving Corporation, Acquiror or any Subsidiary before, upon or following the Share PurchaseMerger, (ii) any severance payments, bonus payments or other benefits or payments in connection with the Share Purchase Merger and/or the termination of employment or service with the Company, the Company as wholly-owned by the AcquirorSurviving Corporation, the Acquiror or any Subsidiary before, upon or following the Share PurchaseMerger, including in connection with the Management Plan, and/or (iii) the receipt of any Company Options or Company Shares Capital Stock within the 12-month period ending on the Closing Datedate on which the Effective Time occurs, pursuant to which each such Person shall agree to waive any and all right or entitlement to the accelerated vesting, payments, benefits, options and shares stock referred to in clauses (i), (ii) and (iii) to the extent the value thereof exceeds 2.99 times such Person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the requisite shareholder stockholder approval of such accelerated vesting, payments, benefits, options and shares stock is obtained pursuant to Section 6.135.13. The Company shall submit the payments which are waived pursuant to the Parachute Payment Waivers to its stockholders and the holders of the voting power of any entity stockholder for their approval in accordance with all applicable requirements of such Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations.

Parachute Payment Waivers. If necessary to ensure that this Agreement does not result in parachute payments under Section 280G of the Code, the Company shall obtain and deliver to AcquirorAcquirer, prior to the initiation of the requisite shareholder stockholder approval procedure under Section 6.135.16, a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit J D (“Parachute Payment Waiver”), from each Person who the Company reasonably believes is, with respect to the Company, any Subsidiary and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder stockholder approval procedure under Section 6.135.16, and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code as a result of (ia) the accelerated vesting of such Person’s Company Options or unvested Common Shares that are not vested under the terms of any Contract with the Company (including any share option agreement, or share option exercise agreement, or restricted share purchase agreement) in connection with the Share Purchase Merger and/or the termination of employment or service with the Company as wholly-owned by the AcquirorCompany, the Acquiror Surviving Company, Acquirer or any Subsidiary before, upon or following the Share PurchaseMerger, (iib) any severance payments, bonus payments or other benefits or payments in connection with the Share Purchase Merger and/or the termination of employment or service with the Company, the Company as wholly-owned by the AcquirorSurviving Company, the Acquiror Acquirer or any Subsidiary before, upon or following the Share PurchaseMerger, and/or (iiic) the receipt of any Company Options or Company Shares Capital Stock within the 12-month period ending on the Closing Datedate on which the Effective Time occurs, pursuant to which each such Person shall agree to waive any and all right or entitlement to the accelerated vesting, payments, benefits, options and shares stock referred to in clauses (ia), (iib) and (iiic) to the extent the value thereof exceeds 2.99 times such Person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the requisite shareholder stockholder approval of such accelerated vesting, payments, benefits, options and shares stock is obtained pursuant to Section 6.135.16.

Parachute Payment Waivers. If necessary to ensure that this Agreement does not result in parachute payments under Section 280G of the Code, the The Company shall obtain and deliver to AcquirorParent, prior to the initiation of the requisite shareholder approval procedure under Section 6.135.7, a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit J E (“Parachute Payment Waiver”), from each Person who the Company reasonably believes is, with respect to the Company, any Subsidiary Company and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder approval procedure under Section 6.135.7, and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code as a result of (ia) the accelerated vesting of such Person’s Company Options or unvested Common Shares that are not vested under the terms of any Contract with the Company (including any share option agreement, or share option exercise agreement, or restricted share purchase agreement) in connection with the Share Purchase and/or the termination of employment or service with the Company as wholly-owned by the Acquiror, the Acquiror or any Subsidiary before, upon or following the Share Purchase, (ii) any severance payments, bonus payments or other benefits or payments in connection with the Share Purchase Merger and/or the termination of employment or service with the Company, the Company as wholly-owned by the AcquirorSurviving Corporation, the Acquiror Parent or any Subsidiary before, upon or following the Share PurchaseMerger, (b) any Change of Control Payments and/or (iiic) the receipt of any Company Options or Company Shares Capital Stock within the 12-month period ending on the Closing Datedate on which the Effective Time occurs, pursuant to which each such Person shall agree to waive any and all right or entitlement to the accelerated vesting, payments, benefits, options and shares stock referred to in clauses (ia), (iib) and (iiic) to the extent the value thereof exceeds 2.99 times such Person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the requisite shareholder approval of such accelerated vesting, payments, benefits, options and shares stock is obtained pursuant to Section 6.135.7.

Parachute Payment Waivers. If necessary to ensure that this Agreement does not result in parachute payments under Section 280G of the Code, the The Company shall obtain and deliver to Acquiror, prior to the initiation of the requisite shareholder stockholder approval procedure under Section 6.13, a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit J (“Parachute Payment Waiver”), Waiver from each Person who the Company reasonably believes is, with respect to the Company, any Subsidiary and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder stockholder approval procedure under Section 6.13, and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code as a result of (i) the accelerated vesting of such Person’s Company Options or unvested Common Unvested Company Shares that are not vested under the terms of any Contract with the Company (including any share option agreement, or share option exercise agreement, or restricted share purchase agreement) in connection with the Share Purchase Merger and/or the termination of employment or service with the Company as wholly-owned by the AcquirorCompany, the Surviving Corporation, Acquiror or any Subsidiary before, upon or following the Share PurchaseMerger, (ii) any severance payments, bonus payments or other benefits or payments in connection with the Share Purchase Merger and/or the termination of employment or service with the Company, the Company as wholly-owned by the AcquirorSurviving Corporation, the Acquiror or any Subsidiary before, upon or following the Share PurchaseMerger, and/or (iii) the receipt of any Company Options or Company Shares Capital Stock within the 12-month period ending on the Closing Datedate on which the Effective Time occurs, pursuant to which each such Person shall agree to waive any and all right or entitlement to the accelerated vesting, payments, benefits, options and shares stock referred to in clauses (i), (ii) and (iii) to the extent the value thereof exceeds 2.99 times such Person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the requisite shareholder stockholder approval of such accelerated vesting, payments, benefits, options and shares stock is obtained pursuant to Section 6.13.

Parachute Payment Waivers. If necessary to ensure that this Agreement does not result in parachute payments under Section 280G of the Code, the The Company shall obtain and deliver to AcquirorParent, prior to the initiation of the requisite shareholder stockholder approval procedure under Section 6.135.14, a Parachute Payment Waiverparachute payment waiver, in substantially the form attached hereto as Exhibit J reasonably satisfactory to the Company and Parent (the “Parachute Payment Waiver”), from each Person person who the Company reasonably believes is, with respect to the Company, any Subsidiary and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to before the initiation of the requisite shareholder stockholder approval procedure under Section 6.13, 5.14 and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code as a result of (ia) the accelerated vesting of such Person’s Company Options stock options or unvested Common Shares that are not vested under the terms of any Contract with the Company (including any share option agreement, or share option exercise agreement, or restricted share purchase agreement) property in connection with the Share Purchase Merger and/or the termination of employment or service with the Company as wholly-owned by the AcquirorCompany, the Acquiror Surviving Corporation or any Subsidiary Parent before, upon or following the Share PurchaseMerger, (iib) any severance payments, bonus payments or other benefits or payments in connection with the Share Purchase Merger and/or the termination of employment or service with the Company, the Company as wholly-owned by the Acquiror, the Acquiror Surviving Corporation or any Subsidiary Parent before, upon or following the Share Purchase, Merger and/or (iiic) the receipt of any Company Options or Company Shares Capital Stock within the 12-month period ending on the Closing Datedate the Effective Time occurs, pursuant to which each such Person person shall agree to waive any and all right or entitlement to the accelerated vesting, payments, benefits, benefits options and shares stock referred to in clauses (ia), (iib) and (iiic) to the extent the value thereof exceeds 2.99 times such Personperson’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the requisite shareholder stockholder approval of such accelerated vesting, payments, benefits, options and shares stock is obtained pursuant to Section 6.135.14.

Parachute Payment Waivers. If necessary to ensure that this Agreement does not result in parachute payments under Section 280G of the Code, the Company shall obtain and deliver to Acquiror, prior Prior to the initiation of the requisite shareholder stockholder approval procedure under contemplated by Section 6.135.16, the Company shall have obtained and delivered to Acquiror a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit J (“Parachute Payment Waiver”), Waiver from each Person identified on Schedule 5.15 to the Disclosure Letter. Schedule 5.15 to the Disclosure Letter lists each individual who the Company reasonably believes is, with respect to the Company, any Subsidiary Company and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder approval procedure under Section 6.13, ) and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code as a result of (ia) the accelerated vesting of such Person’s Company Options or unvested Common Company Shares that are not vested under the terms of any Contract with the Company (including any share option agreement, or share option exercise agreement, or restricted share purchase agreement) in connection with the Share Purchase and/or the termination of employment or service with the Company as wholly-owned by the Acquiror, the Acquiror or any Subsidiary before, upon or following the Share Purchase, (ii) any severance payments, bonus payments or other benefits or payments in connection with the Share Purchase Merger and/or the termination of employment or service with the Company, the Company as wholly-owned by the Acquiror, the Surviving Corporation or Acquiror or any Subsidiary before, upon or following the Share PurchaseMerger, (b) any severance payments, bonus payments, change in control or transaction payments, or other benefits or payments in connection with the Merger and/or the termination of employment or service with the Company, the Surviving Corporation or Acquiror before, upon or following the Merger, and/or (iiic) the receipt of any Company Options or Company Shares Common Stock within the 12twelve-month period ending on the Closing Datedate on which the Effective Time occurs, pursuant to which each such Person shall agree to waive any and all right or entitlement to the accelerated vesting, payments, benefits, options and shares stock referred to in clauses (ia), (iib) and (iiic) to the extent the value thereof exceeds 2.99 three times such Person’s base amount less one dollar determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the requisite shareholder stockholder approval of such accelerated vesting, payments, benefits, options and shares stock is obtained pursuant to Section 6.135.16.

Parachute Payment Waivers. If necessary to ensure that this Agreement does not result in parachute payments under Section 280G of the Code, the The Company shall obtain and deliver to Acquiror, prior to the initiation of the requisite shareholder approval procedure under Section 6.135.14, a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit J (“Parachute Payment Waiver”), Waiver from each Person who the Company reasonably believes is, with respect to the Company, any Subsidiary and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder approval procedure under Section 6.135.14, and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code as a result of (i) the accelerated vesting of such Person’s Company Options or unvested Common Shares that are not vested under the terms of any Contract with the Company (including any share option agreement, or share option exercise agreement, or restricted share purchase agreement) in connection with the Share Purchase Merger and/or the termination of employment or service with the Company as wholly-owned by the AcquirorCompany, the Surviving Corporation, Acquiror or any Subsidiary before, upon or following the Share PurchaseMerger, (ii) any severance payments, bonus payments or other benefits or payments in connection with the Share Purchase Merger and/or the termination of employment or service with the Company, the Company as wholly-owned by the AcquirorSurviving Corporation, the Acquiror or any Subsidiary before, upon or following the Share PurchaseMerger, and/or (iii) the receipt of any Company Options or Company Shares Capital Stock within the 12-month period ending on the Closing Datedate on which the Effective Time occurs, pursuant to which each such Person shall agree to waive any and all right or entitlement to the accelerated vesting, payments, benefits, options and shares stock referred to in clauses (i), (ii) and (iii) to the extent the value thereof exceeds 2.99 times such Person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the requisite shareholder approval of such accelerated vesting, payments, benefits, options and shares stock is obtained pursuant to Section 6.135.14.

Parachute Payment Waivers. If necessary to ensure that this Agreement does not result in parachute payments under Section 280G of the Code, the The Company shall use its commercially reasonable efforts to obtain and deliver to AcquirorAcquirer, prior to the initiation of the requisite shareholder stockholder approval procedure under this Section 6.135.6, a Parachute Payment Waiver, in substantially the form attached hereto as Exhibit J (“Parachute Payment Waiver”), Waiver from each Person who the Company reasonably believes is, with respect to the Company, any Subsidiary and/or any ERISA Affiliate, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of the requisite shareholder stockholder approval procedure under this Section 6.135.6, and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code as a result of (i) the accelerated vesting of such Personperson’s Company Options or unvested Common Shares that are not vested under the terms of any Contract with the Company (including any share option agreement, or share option exercise agreement, or restricted share purchase agreement) Capital Stock in connection with the Share Purchase Merger and/or the termination of employment or service with the Company as wholly-owned by the AcquirorAcquirer, the Acquiror Company, the Surviving Corporation or any Subsidiary before, upon or following the Share PurchaseMerger, (ii) any severance payments, bonus payments or other benefits or payments in connection with the Share Purchase Merger and/or the termination of employment or service with Acquirer, the Company, the Company as wholly-owned by the Acquiror, the Acquiror Surviving Corporation or any Subsidiary before, upon or following the Share Purchase, Merger and/or (iii) the receipt of any Company Options or shares of Company Shares Capital Stock within the 12-month period ending on the Closing Datedate on which the Effective Time occurs, pursuant to which each such Person shall agree to waive any and all right or entitlement to the accelerated vesting, payments, benefits, options and shares stock referred to in clauses (i), (ii) and (iii) to the extent the value thereof exceeds 2.99 times such Person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the requisite shareholder stockholder approval of such accelerated vesting, payments, benefits, options and shares stock is obtained pursuant to Section 6.13280G of the Code.