Section 280G Payments. With respect to any payments or benefits that Parent determines may constitute a Section 280G Payment, the Company Shareholders shall have approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such Section 280G Payments or shall have disapproved such payments and/or benefits, and, as a consequence, no Section 280G Payments shall be paid or provided for in any manner and Parent shall not have any liabilities with respect to any Section 280G Payments.
Appears in 4 contracts
Samples: Agreement (Sugarmade, Inc.), Agreement and Plan of Merger (Helix TCS, Inc.), Agreement and Plan of Merger (Helix TCS, Inc.)
Section 280G Payments. With respect to any payments or benefits that Parent determines may constitute a Section 280G Payment, the stockholders of the Company Shareholders shall have approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such Section 280G Payments or shall have disapproved such payments and/or benefits, and, as a consequence, no Section 280G Payments shall be paid or provided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to any Section 280G Payments.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.)
Section 280G Payments. With respect to any payments or benefits that Parent determines may constitute a Section 280G Payment, the Stockholders of the Company Shareholders shall have approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such Section 280G Payments or shall have disapproved such payments and/or benefits, and, as a consequence, no Section 280G Payments shall be paid or provided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to any Section 280G Payments.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bazaarvoice Inc), Agreement and Plan of Merger (Nuance Communications, Inc.)
Section 280G Payments. With respect to any payments or benefits that Parent determines may constitute a Section 280G Payment, the shareholders of the Company Shareholders shall have approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such Section 280G Payments or shall have disapproved such payments and/or benefits, and, as a consequence, no Section 280G Payments shall be paid or provided for in any manner and Parent and its subsidiaries shall not have any liabilities with respect to any Section 280G Payments.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Omeros Corp), Agreement and Plan of Merger (Nuance Communications, Inc.)
Section 280G Payments. With respect to any payments or benefits that Parent determines may constitute a Section 280G Payment, the stockholders of the Company Shareholders shall have approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such Section 280G Payments or shall have disapproved such payments and/or benefits, and, as a consequence, no Section 280G Payments shall be paid or provided for in any manner and Parent and its Subsidiaries shall not have any liabilities with respect to any Section 280G Payments.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Section 280G Payments. With respect to any payments or benefits that Parent determines may constitute a Section 280G Payment, the Shareholders of the Company Shareholders shall have approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such Section 280G Payments or shall have disapproved such payments and/or benefits, and, as a consequence, no Section 280G Payments shall be paid or provided for in any 62 manner and Parent and its subsidiaries shall not have any liabilities with respect to any Section 280G Payments.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Section 280G Payments. With respect to any payments or benefits that Parent determines may constitute a Section 280G Payment, the stockholders of the Company Shareholders shall have (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such Section 280G Payments or shall have (ii) disapproved such payments and/or benefits, and, as a consequence, no Section 280G Payments shall be paid or provided for in any manner and neither Parent nor any of its subsidiaries shall not have any liabilities with respect to any such Section 280G Payments.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Section 280G Payments. With respect to any payments or benefits that Parent Purchaser determines may constitute a Section 280G Payment, the shareholders of the Company Shareholders shall have approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, Code any such Section 280G Payments or shall have disapproved such payments and/or benefits, and, as a consequence, no Section 280G Payments shall be paid or provided for in any manner and Parent Purchaser and its subsidiaries shall not have any liabilities with respect to any Section 280G Payments.
Appears in 1 contract
Section 280G Payments. With respect to any payments or benefits that Parent determines may constitute a Section 280G Payment, the shareholders of the Company Shareholders shall have (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such Section 280G Payments or shall have (ii) disapproved such payments and/or benefits, and, as a consequence, no Section 280G Payments shall be paid or provided for in any manner and neither Parent nor any of its Affiliates shall not have any liabilities with respect to any such Section 280G Payments.
Appears in 1 contract
