Section 280G Waiver definition

Section 280G Waiver means, with respect to any Person, a written agreement waiving such Person’s right to receive any “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) and to accept in substitution therefor the right to receive such payments only if approved by the stockholders of the Companies in a manner that complies with Section 280G(b)(5)(B) of the Code.

Section 280G Waiver has the meaning set forth in Section 4.4(e).

Section 280G Waiver means, with respect to any person, a written agreement waiving such Person’s right to receive any “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), to the extent the value thereof exceeds 2.99 times such Person’s base amount determined in accordance with Section 280G of the Code and the regulations promulgated thereunder, unless the right to receive such payments is approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code.

Examples of Section 280G Waiver in a sentence

• Prior to the Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Section 280G Waiver in accordance with this Section 4.7 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code.

• The form of the Section 280G Waiver, the shareholder 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 (whether or not final) shall be subject to advance review and comment by Buyer, and the Company shall accept the Buyer’s reasonable comments to such documents.

• The form of the Section 280G Waiver and any materials to be submitted to the Company’s stockholders in connection with the Section 280G Approval (the “ Section 280G Soliciting Materials ”) shall be subject to review and approval by Parent, which approval shall not be unreasonably withheld.

• Each Person who might receive a Section 280G Payment shall have executed and delivered to the Company a Section 280G Waiver prior to the solicitation of the Section 280G Approval and such Section 280G Waiver remains in effect, copies of which has been provided to Parent, and the Section 280G Payments shall have been subject to a vote by the Company Stockholders as required by, and in accordance with, Section 4.4(e).

More Definitions of Section 280G Waiver

Section 280G Waiver has the meaning set forth in Section 8.16.

Section 280G Waiver means, with respect to any Person, a written agreement waiving such Person’s right to receive any “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) unless the right to receive such payments is approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code.

Section 280G Waiver has the meaning set forth in Section 5.5.1. “Section 280G Shareholder Vote” has the meaning set forth in Section 5.5.2. “Seller” has the meaning set forth in the Preamble. “Seller Closing Deliveries” means the following: (a) duly executed stock transfer power, transferring the Shares; (b) all books and records of the Company and its Subsidiaries in possession of Seller (it being understood and agreed that delivery of such books and records to the Company’s and its Subsidiaries’ principal place(s) of business shall be sufficient delivery); (c) complete copies of: (i) the charter documents of the Company and its Subsidiaries as certified by the appropriate Governmental Authority of each such Person’s jurisdiction of formation, organization or incorporation, dated as of not more than five (5) Business Days prior to the Closing Date, (ii) the operating agreement, bylaws or similar governing documents of the Company and its Subsidiaries, (iii) resolutions of the equityholder(s), manager(s) and/or director(s) of the Company and its Subsidiaries (if necessary) approving the Contemplated Transactions, and (iv) the names and signatures of the Persons of the Company authorized to sign this Agreement and the other Ancillary Agreement to be delivered by the Company hereunder, in the case of each of the foregoing clauses (i) through (iv) as applicable, as certified by an officer of the Company;