Submitted Payments definition
Submitted Payments mean (x) the payments, if any, pursuant to the Restricted Stock Plan that are listed in Schedule 5.2(d), (y) the payments pursuant to the Key Employee Agreement between the Buyer and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ substantially in the form presented to Seller on or before the execution of this Agreement, and (z) any payments pursuant to agreements if (i) such agreements are presented to the Seller by the Buyer in writing after the execution of this Agreement and before the date that is five (5) days prior to the Closing Date and (ii) such agreements are in a form which if approved by the stockholders of the Company in the manner set forth in Section 280G(b)(5)(B) of the Code would satisfy the shareholder approval requirements set forth in Section 280G(b)(5)(B) of the Code. The Seller shall provide to the Buyer prior to the Closing evidence reasonably satisfactory to the Buyer as to any stockholder approval that is intended to satisfy the requirements of Section 280G(b)(5)(B) of the Code that such requirements were satisfied, or it shall be presumed that such stockholder approval was not obtained. The disclosure or failure to disclose a parachute payment pursuant to Section 4.1, including pursuant to Section 4.1(i), shall not be taken into account in calculating the 280G Loss Amount.
Examples of Submitted Payments in a sentence
The Seller shall use commercially reasonable efforts to obtain, prior to the Closing Date, the approval of the stockholders of the Company for all Submitted Payments in a manner that would satisfy Section 280G(b)(5)(B) of the Code assuming such Submitted Payments are “excess parachute payments” within the meaning of Section 280(g)(b)(1) of the Code.