Common use of Section 280G of the Code Clause in Contracts

Section 280G of the Code. To the extent applicable, each Company Party shall (a) use its reasonable commercial efforts to secure from any Person who (i) is a “disqualified individual” (as defined in Section 280G of the Code) and (ii) has a right or potential right to any payments and/or benefits in connection with the transactions contemplated by this Agreement that could be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (the “Waived 280G Benefits”), and (b) for all such obtained waivers, submit for approval by the respective Company Party’s stockholders the Waived 280G Benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. No later than five (5) Business Days before the Closing Date, the Company Parties shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence that (x) a vote of the respective Company Party’s stockholders was received in conformance with Section 280G of the Code and the regulations thereunder, or (y) such requisite Company Party stockholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid or provided.

Section 280G of the Code. To the extent applicable, each Company Party shall (a) use its reasonable commercial efforts to secure from any Person who (i) is a “disqualified individual” (as defined in Section 280G of the Code) and (ii) has a right or potential right to any payments and/or benefits in connection with the transactions contemplated by this Agreement that could be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (the “Waived 280G Benefits”), and (b) for all such obtained waivers, submit for approval by the respective Company Party’s stockholders the Waived 280G Benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. No later than five (5) Business Days before the Closing Date, the Company Parties shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence that (x) a vote of the respective Company Party’s stockholders was received in conformance with Section 280G of the Code and the regulations thereunder, or (y) such requisite Company Party stockholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid or provided.

Section 280G of the Code. To the extent applicable, each Each Company Party shall (a) use its reasonable commercial efforts to secure from any Person who (i) is a “disqualified individual” (as defined in Section 280G of the Code) and (ii) has a right or potential right to any payments and/or benefits in connection with the transactions contemplated by this Agreement that could be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (the “Waived 280G Benefits”), and (b) for all such obtained waivers, submit for approval by the respective Company Party’s stockholders shareholders the Waived 280G Benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. No later than five (5) Business Days before the Closing Date, the Company Parties shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence that (x) a vote of the respective Company Party’s stockholders shareholders was received in conformance with Section 280G of the Code and the regulations thereunder, or (y) such requisite Company Party stockholder shareholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid or provided.

Section 280G of the Code. To If requested by Purchaser, prior to the extent applicableMerger Closing Date, each the Company Party shall (ai) use its commercially reasonable commercial efforts to secure obtain from any Person who (i) is a each “disqualified individual” (as defined in within the meaning of Section 280G of the Code280G(c) and (ii) has a right or potential right to any payments and/or benefits in connection with the transactions contemplated by this Agreement that could be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (the “Waived 280G Benefits”), and (b) for all such obtained waivers, submit for approval by the respective Company Party’s stockholders the Waived 280G Benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. No later than five (5) Business Days before the Closing Date, the Company Parties shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence that (x) a vote of the respective Company Party’s stockholders was received in conformance with Section 280G of the Code and the regulations thereunder), or (y) such a written waiver that shall provide that, if the requisite Company Party stockholder approval has under Section 280G(b)(5)(B) of the Code and the regulations thereunder is not been obtained obtained, no payments and/or benefits that would separately or in the aggregate constitute “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code (“Parachute Payments”) with respect to such disqualified individual in the Waived absence of such stockholder approval shall be payable to or retained by such disqualified individual to the extent such Parachute Payments would not be deductible by reason of the application of Section 280G Benefitsof the Code or would result in the imposition of the excise tax under Section 4999 of the Code on such disqualified individual; and (ii) submit to stockholders of the Company for approval, andin a manner and form that complies with the stockholder approval procedures set forth in Section 280G(b)(5)(B) of the Code and the regulations thereunder any payments and/or benefits that may separately or in the aggregate constitute Parachute Payments in the absence of such stockholder approval. All materials, as a consequenceif any, produced by the Waived 280G Benefits have Company in connection with the implementation of this Section 5(j) shall be provided to Purchaser at least five (5) Business Days in advance for Purchaser’s review and comment, and the Company shall consider any of Purchaser’s requested changes or comments in good faith and not been and shall not be paid or providedunreasonably omit them.

Section 280G of the Code. To Prior to the Closing Date, Aesynt Holdings, Inc. shall seek a vote of the Sellers (to the extent applicable, each Company Party shall (aand in the manner required under Sections 280G(b)(5)(A)(ii) use its reasonable commercial efforts and 280G(b)(5)(B) of the Code and in a manner reasonably satisfactory to secure from Buyer) as to whether any Person who (i) is a “disqualified individual” (as defined in Section 280G of the Code) who, in the absence of shareholder approval satisfying the requirements of Sections 280G(b)(5)(A)(ii) and (ii280G(b)(5)(B) has a right or potential right to any of the Code, would receive payments and/or benefits in connection with the transactions contemplated by this Agreement that could be deemed to would constitute “excess parachute payments” pursuant to within the meaning of Section 280G of the Code, has a waiver of all or right to receive such payments. Prior to such vote, Aesynt Holdings, Inc. shall obtain waivers from such individuals in a portion of such Person’s rights manner reasonably satisfactory to any such payments and/or benefitsBuyer, such that all remaining unless such payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (the “Waived 280G Benefits”), and (b) for all such obtained waivers, submit for approval are approved by the respective Company Party’s stockholders the Waived 280G Benefits, Sellers 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 payments shall be made. No later than five (5) Business Days before For the avoidance of doubt, the Closing Date, the Company Parties shall provide to Parent or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence that (x) a vote of the respective Company Party’s stockholders was received in conformance with Section 280G of the Code and the regulations thereunder, or (y) such requisite Company Party stockholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid or providedconditioned on Aesynt Holdings, Inc. receiving such shareholder approval for any such payments. Sellers agree that in the absence of such shareholder approval, no parachute payments shall be made to any disqualified individual. The form and substance of all documents contemplated by this Section 6.08, including the waivers, shall be subject to the prior review and reasonable approval of Buyer.

Section 280G of the Code. To the extent applicable, each Group Company Party shall (a) use its reasonable commercial efforts to secure from any Person who (i) is a “disqualified individual” (as defined in Section 280G of the Code) and (ii) has a right or potential right to any payments and/or benefits in connection with the transactions contemplated by this Agreement that could be deemed to constitute “parachute payments” pursuant to Section 280G of the Code, a waiver of all or a portion of such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (the “Waived 280G Benefits”), and (b) for all such obtained waivers, submit for approval by the respective Company PartyGroup Company’s stockholders the Waived 280G Benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code. No later than five (5) Business Days before the Closing Date, the Company Parties Group Companies shall provide to Parent FRLA or its counsel drafts of the consent, waiver, disclosure statement and calculations necessary to effectuate the approval process and shall consider in good faith ParentFRLA’s comments. Prior to the Closing Date, to the extent applicable, the Company Party Group Companies shall deliver to Parent FRLA evidence that (x) a vote of the respective Company PartyGroup Company’s stockholders was received in conformance with Section 280G of the Code and the regulations thereunder, or (y) such requisite Group Company Party stockholder approval has not been obtained with respect to the Waived 280G Benefits, and, as a consequence, the Waived 280G Benefits have not been and shall not be paid or provided.

Section 280G of the Code. To Prior to the extent applicableClosing, the Company shall (i) use best efforts to provide the shareholders of the Company with adequate disclosure, within the meaning of Section 280G(b)(5)(B)(ii) of the Code and the Treasury Regulations promulgated thereunder, of all material facts concerning the payments of certain employees of the Company, (ii) obtain approval of such payments in a manner which satisfies the requirements of Section 280G(b)(5)(B)(i) of the Code and the Treasury Regulations promulgated thereunder, and (iii) provide evidence to the Purchaser of its compliance with the requirements of this Section 5.16, provided that the Company shall be deemed to have satisfied the requirement that disclosure be provided to its shareholders if the Company uses best efforts to determine the last known mailing address of each such shareholder, properly sends such disclosure to each such shareholder at such address by certified mail, return receipt requested or other similar method, and with respect to any shareholder for whom a delivery receipt is not obtained, uses best efforts to locate such shareholder and provide it with the referenced disclosure, provided, however, that such efforts will not cure a defect in the adequacy of the disclosure itself, and provided further that "shareholder" shall include any person treated as a shareholder under either the applicable Treasury Regulations or general principals of federal income tax laws. For purposes of the foregoing, the Company Party shall represents that (a) use its reasonable commercial efforts to secure from any Person who the general partner of each of the shareholders which are entities (i) each, an "Entity Shareholder"), is not a “"disqualified individual” ", (as defined in Section 280G b) the stock of the Code) and (ii) has Company represents a right or potential right to any payments and/or benefits in connection with the transactions contemplated by this Agreement that could be deemed to constitute “parachute payments” pursuant to Section 280G "substantial portion" of the Code, a waiver assets of all or a portion of each such Person’s rights to any such payments and/or benefits, such that all remaining payments and/or benefits applicable to such Person shall not be deemed to be “parachute payments” pursuant to Section 280G of the Code (the “Waived 280G Benefits”)Entity Shareholder, and (bc) for all such obtained waivers, submit for approval by the respective Company Party’s stockholders the Waived 280G Benefits, to the extent and in the manner required under Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) none of the Code. No later than five (5) Business Days before the Closing Date, the Company Parties shall provide to Parent or its counsel drafts limited partners of any of the consent, waiver, disclosure statement and calculations necessary Entity Shareholders are entitled to effectuate vote on issues involving the approval process and shall consider in good faith Parent’s comments. Prior to the Closing Date, to the extent applicable, the Company Party shall deliver to Parent evidence that (x) a vote management of the respective Company Party’s stockholders was received in conformance with Entity Shareholder's investments pursuant to the operative provisions of the respective Entity Shareholder's governing documents or otherwise, each within the meaning of Section 280G of the Code and the regulations Treasury Regulations thereunder, or (y) such requisite and each of the Company Party stockholder approval has not been obtained with respect and the Purchaser agree that the determination of who is a "shareholder" under the applicable Treasury Regulations and general principals of federal income tax laws shall be subject to the Waived 280G Benefits, and, as a consequence, determination of both the Waived 280G Benefits have not been Company and shall not be paid or providedthe Purchaser.