Potential 280G Benefits means any potential payments or benefits which may be made or provided to any person who, with respect to the Company, is a "disqualified individual" (as such term is defined in Section 280G of the Code) in connection with the transactions contemplated by this Agreement which could constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code).
If the Company's stockholders shall have not provided the requisite approval, any disqualified individual (as such term is defined in the regulations promulgated under IRC Section 280G) shall have agreed to forfeit any Potential 280G Benefits.
If required in order for the Company to comply with its pre-Closing covenant under Section 6.9 hereof, the stockholders of the Company shall have voted or acted by written consent to either (i) approve, by the requisite majority, any Potential 280G Benefits, or (ii) not approve such Potential 280G Benefits by the requisite majority.
The Pathlore Stockholders shall have (i) approved by the requisite vote any Potential 280G Benefits or (ii) voted upon such Potential 280G Benefits and the requisite vote shall not have been obtained with respect to the Potential 280G Benefits such that any disqualified individual (as such term is defined in the regulations promulgated under Section 280G) shall forfeit any Potential 280G Benefits.
With respect to any Potential 280G Benefits, the Company Stockholders shall have (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such Potential 280G Benefits or (ii) shall have voted upon and disapproved such Potential 280G Benefits, and, as a consequence, such Potential 280G Benefits shall not be paid or provided for in any manner, and Parent shall not have any liabilities with respect to such Potential 280G Benefits.
The Company shall provide to Parent a reasonable time prior to the Closing evidence satisfactory to Parent that a vote of the stockholders of the Company entitled to vote was solicited in accordance with Section 280G(b)(5) of the Code and Regulations 1.280G-1 thereunder, and either that the requisite stockholder approval was obtained, or that no Potential 280G Benefits for such disqualified individuals who waived their rights to such Potential 280G Benefits will be payable or retained.