Common use of Section 280G Matters Clause in Contracts

Section 280G Matters. (i) Target will obtain and deliver to Acquiror, prior to the initiation of the procedure described in ☐subsection (ii) of this Section 6.9(a), an excess parachute payment waiver, in the form previously approved by Acquiror, from each Person who Target reasonably believes is, with respect to Target or any of its Subsidiaries, a “disqualified individual” (within the meaning of Section 280G of the Code) with respect to the Merger and who would otherwise receive or have the right or entitlement to receive a “parachute payment” (as defined in Section 280G(b)(2) of the Code) from Target or any of its Subsidiaries, or from Acquiror or any trade or business (whether or not incorporated) that is a member of a controlled group or which is under common control with Acquiror within the meaning of Section 414 of the Code, under Section 280G of the Code as a result of the Closing or the consummation of the Merger or the Spin-Off Transaction (including in connection with certain changes in any such Person’s employment circumstances following the consummation of the Merger or the Spin-Off Transaction). By the execution of such waiver agreement, the Person executing the waiver will agree to waive all of his or her right and entitlement to receive (or if already paid, his or her right and entitlement to keep) any portion of such “parachute payments” which would cause the Person executing the waiver to receive an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code), unless Target’s stockholders approve such waived payments in accordance with Section 280G(b)(5)(A)(ii) of the Code.

Section 280G Matters. (i) Target will obtain and deliver to Acquiror, prior to the initiation of the procedure described in ☐☒subsection (ii) of this Section 6.9(a6.10(i), an excess parachute payment waiver, in the form previously approved by Acquiror, from each Person who Target and Acquiror reasonably believes agree is, with respect to Target or any of its SubsidiariesSubsidiaries or its ERISA Affiliates, a “disqualified individual” (within the meaning of Section 280G of the Code) with respect to the Merger and who would otherwise receive or have the right or entitlement to receive or retain a “parachute payment” (as defined in Section 280G(b)(2) of the Code) from Target or any of its SubsidiariesSubsidiaries or its ERISA Affiliates, or from Acquiror or any trade or business (whether or not incorporated) that is a member of a controlled group or which is under common control with Acquiror within the meaning of Section 414 of the Code, under Section 280G of the Code as a result of in connection with the Closing or the consummation of the Merger or the Spin-Off Transaction transactions contemplated by this Agreement (including in connection with certain changes in any such Person’s employment circumstances following the consummation of the Merger or the Spin-Off TransactionMerger). By the execution of such waiver agreement, the Person executing the waiver will agree to waive all of his or her right and entitlement to receive (or if already paid, his or her right and entitlement to keep) any portion of such “parachute payments” which would cause the Person executing the waiver to receive an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code), unless Target’s stockholders approve such waived payments in accordance with Section 280G(b)(5)(A)(ii) of the Code.

Section 280G Matters. (ia) Target will The Company shall obtain and deliver to AcquirorParent, prior to the initiation of the procedure described in ☐subsection (ii) of this Section 6.9(a‎Section 4.13(b), an excess parachute payment a waiver, in substantially the form previously approved by Acquirorattached hereto as Exhibit F, from each Person who Target reasonably believes is, with respect to Target the Company or any other entity treated as a single employer with the Company under Section 280G of its Subsidiariesthe Code, a “disqualified individual” (within the meaning of Section 280G of the Code) with respect to the Merger Transactions and who would otherwise receive or have the right or entitlement to receive a “parachute payment” (as defined in Section 280G(b)(2) of the Code) from Target the Company or any of its Subsidiaries, or from Acquiror Parent or any trade or business (whether or not incorporated) that is a member of a controlled group or which is under common control with Acquiror Parent within the meaning of Section 414 of the Code, under Section 280G of the Code as a result of the Closing or the consummation of the Merger or the Spin-Off Transaction (including in connection with certain changes in any such Person’s employment circumstances following the consummation of the Merger or the Spin-Off TransactionMerger). By the execution of such waiver agreement, the Person executing the waiver will shall agree to waive all of his or her right and entitlement to receive (or if already paid, his or her right and entitlement to keep) any portion of such “parachute payments” which would cause the Person executing the waiver to receive an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code), unless Targetthe Company’s stockholders approve such waived payments in accordance with Section 280G(b)(5)(A)(ii) of the Code.

Section 280G Matters. (i) Target will obtain and deliver to Acquiror, prior to the initiation of the procedure described in ☐subsection (ii) of this Section 6.9(a), an excess parachute payment waiver, in the form previously approved by Acquiror, from each Person who Target reasonably believes is, with respect to Target or any of its Subsidiaries, a “disqualified individual” (within the meaning of Section 280G of the Code) with respect to the Merger and who would otherwise receive or have the right or entitlement to receive a “parachute payment” (as defined in Section 280G(b)(2) of the Code) from Target or any of its Subsidiaries, or from Acquiror or any trade or business (whether or not incorporated) that is a member of a controlled group or which is under common control with Acquiror within the meaning of Section 414 of the Code, under Section 280G of the Code as a result of the Closing or the consummation of the Merger or the Spin-Off Transaction (including in connection with certain changes in any such Person’s employment circumstances following the consummation of the Merger or the Spin-Off Transaction). By the execution of such waiver agreement, the Person executing the waiver will agree to waive all of his or her right and entitlement to receive (or if already paid, his or her right and entitlement to keep) any portion of such “parachute payments” which would cause the Person executing the waiver to receive an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code), unless Target’s stockholders approve such waived payments in accordance with Section 280G(b)(5)(A)(ii) of the Code.

Section 280G Matters. (i) Target will obtain and deliver to Acquiror, prior to the initiation of the procedure described in ☐☒subsection (ii) of this Section 6.9(a6.7(i), an excess parachute payment waiver, in the form previously approved by Acquiror, from each Person who Target and Acquiror reasonably believes agree is, with respect to Target or any of its SubsidiariesSubsidiaries or its ERISA Affiliates, a “disqualified individual” (within the meaning of Section 280G of the Code) with respect to the Merger and who would otherwise receive or have the right or entitlement to receive or retain a “parachute payment” (as defined in Section 280G(b)(2) of the Code) from Target or any of its SubsidiariesSubsidiaries or its ERISA Affiliates , or from Acquiror or any trade or business (whether or not incorporated) that is a member of a controlled group or which is under common control with Acquiror within the meaning of Section 414 of the Code, under Section 280G of the Code as a result of in connection with the Closing or the consummation of the Merger or the Spin-Off Transaction transactions contemplated by this Agreement (including in connection with certain changes in any such Person’s employment circumstances following the consummation of the Merger or the Spin-Off TransactionMerger). By the execution of such waiver agreement, the Person executing the waiver will agree to waive all of his or her right and entitlement to receive (or if already paid, his or her right and entitlement to keep) any portion of such “parachute payments” which would cause the Person executing the waiver to receive an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code), unless Target’s stockholders approve such waived payments in accordance with Section 280G(b)(5)(A)(ii) of the Code.