Section 280G Approval definition

Section 280G Approval means the separate approval by stockholders owning more than 75% of the voting power of all outstanding stock of the Company entitled to vote immediately before a Change in Control which approval shall be obtained in compliance with the requirements of Code Section 280G(b)(5)(B), as amended, including any successor thereof, and the regulations promulgated thereunder, as determined by the Committee in its sole discretion.
Section 280G Approval has the meaning set forth in Section 6.25.
Section 280G Approval means the stockholder approval obtained in compliance with the requirements of Code Section 280G(b)(5)(B), as amended, and any successor thereof, and the regulations or proposed regulations promulgated thereunder, as determined by the Administrator in its sole discretion.

Examples of Section 280G Approval in a sentence

  • The form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Company’s shareholders in connection with the Section 280G Approval and the calculations related to the foregoing (the “Section 280G Soliciting Materials”) shall be subject to advance review and approval by Parent Group, which approval shall not be unreasonably withheld.

  • The Company shall use its commercially reasonable efforts to obtain the Section 280G Approval in a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder.

  • To the extent that any such “disqualified individual” has the right to receive payments that could constitute “parachute payments”, the Company and the Company Subsidiaries, as applicable, shall obtain an irrevocable written waiver of such rights prior to soliciting the approval described in the immediately preceding sentence such that the Section 280G Approval shall, if successful, establish each “disqualified individual’s” right to the payment.

  • Students were taught the knowledge and skills to use the Students were taught to independently use the PARA and IDEIA strategies to compose an essay (this includes the 6 stages of SRSD instruction) through verbal mnemonics alone as follows: a) Same Teachers reported working argumentative text writing as follows: a) Both teachers reviewed the characteristics of argumentative writing.

  • The Company shall provide, or cause to be provided, to Parent a draft of all Section 280G Approval related documents, including any disclosure documents and “disqualified individual” waivers.


More Definitions of Section 280G Approval

Section 280G Approval means the stockholder approval required pursuant to Section 280G(b)(5)(B) of the Code.
Section 280G Approval is defined in Section 6.15.
Section 280G Approval has the meaning set forth in Section 7.5.
Section 280G Approval has the meaning set forth in Section 4.9(d)(ii).
Section 280G Approval means the stockholder approval obtained in compliance with the requirements of Code Section 280G(b)(5)(B), as amended, and any successor thereof, and the regulations or proposed regulations promulgated thereunder, as determined by the Board in its sole discretion.
Section 280G Approval means the separate approval by stockholders owning more than 75% of the voting power of all outstanding stock of the Company entitled to vote immediately before a Change in Control which approval shall be obtained in compliance with the requirements of Code
Section 280G Approval shall have the meaning given in Section 6.10.