280G Vote Sample Clauses

280G Vote. Prior to the Closing Date, the Seller shall use its commercially reasonable efforts to take all actions necessary to (a) secure from each “disqualified individual” (within the meaning of Code Section 280G) who has a right to any payments and/or benefits or potential right to any payments and/or benefits under any Employee Benefit Plan or otherwise that would be deemed to constitute “parachute payments” (within the meaning of Code Section 280G) a waiver, subject to the approval described in clause (b), of such Person’s rights to such parachute payments (the “Waived 280G Benefits”) and (b) solicit the approval of the relevant security holders entitled to vote of the Waived 280G Benefits, to the extent necessary to comply with the shareholder vote requirements contained in Section 280G(b)(5) of the Code and the applicable regulations promulgated thereunder (the “280G Shareholder Vote”). In connection with the foregoing, Buyer shall, no later than seven (7) Business Days prior to the Closing Date, provide the Seller with all information and documents (or applicable portions or summaries thereof in form reasonably acceptable to the Seller) necessary to allow the Seller to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by Buyer or any of its Affiliates (“Buyer Payments”), together with all other payments and benefits that any disqualified individual may be entitled to receive or retain that are treated as being “contingent” (within the meaning of Code Section 280G) on the Transaction, could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code. Prior to the Closing Date, the Seller shall deliver to Buyer evidence that a vote of the relevant security holders entitled to vote was solicited in accordance with the foregoing provisions of this Section 6.14 and that either (i) the requisite number of stockholder votes was obtained with respect to the Waived 280G Benefits (the “280G Approval”), or (ii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits have not been and shall not be made or provided. If the 280G Shareholder Vote fails to achieve the requisite approval in respect of any disqualified individual, the Seller shall 968037.12 provide to Buyer the name of such disqualified individual(s) and amounts waived, and no amount so wai...
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280G Vote. (i) At least two (2) business days prior to the Closing Date, the Debtor shall submit for approval by its stockholders, in conformance with Section 280G of the Code and the regulations thereunder (the “280G Stockholder Vote”), any payments that would reasonably be expected to constitute a “parachute paymentpursuant to Section 280G of the Code (each, a “Parachute Payment”).
280G Vote. Prior to the Closing, the Company shall (i) use reasonable best efforts to obtain from each "disqualified individual" (as defined in Section 280G(c) of the Code) a waiver by such individual of any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that such payments and benefits would not be "excess parachute payments" under Section 280G of the Code and (ii) submit to its interestholders for a vote all such waived payments in a manner such that, if such vote is adopted by the interestholders in a manner that satisfies the equityholder approval requirements under Section 280G(b)(5)(B) of the Code and regulations promulgated thereunder, no payment received by such "disqualified individual" would be a "parachute payment" under Section 280G(b) of the Code. Such vote shall establish the "disqualified individual's" right to the payment or other compensation. In addition, the Company shall provide adequate disclosure to interestholders entitled to vote of all material facts concerning all payments that, but for such vote, could be deemed "parachute payments" to any such "disqualified individual" under Section 280G of the Code in a manner intended to satisfy Section 280G(b)(5)(B)(ii) of the Code and regulations promulgated thereunder.
280G Vote. Company shall have submitted to a vote of the shareholders of Company for their determination all payments or benefits that in the absence of such a vote could reasonably be viewed as “parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder), made to any individuals that are “disqualified individuals” (within the meaning of Section 280G(c) of the Code and the regulations thereunder). Such shareholder vote shall meet the requirements of Section 280G(b)(5)(B) of the Code and the regulations thereunder, and shall be in a form reasonably satisfactory to Parent and Buyer.
280G Vote. Prior to the Closing, to the extent the right of any “disqualified individual” (as defined in Treasury Regulation Section 1.280G-1) with respect to the Company (each, a “Disqualified Individual”) to receive any payments from Seller or its Affiliates (including the Company and its Subsidiaries with respect to any rights to payments granted by such entity prior to the Closing) would constitute a “parachute payment” within the meaning of Section 280G(b)(2)(A)(i) of the Code and any regulations promulgated thereunder, the Company shall take all necessary actions (including obtaining any required waivers or consents (to the extent not obtained prior to the date hereof) from any Disqualified Individual to waive such Disqualified Individual’s right to the portion of such payment that would constitute an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code) to submit such payments, to the extent that they constitute an “excess parachute payment”, to a vote in accordance with the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder. The Company shall forward to Buyer prior to submission copies of all documents prepared by the Company in connection with this Section 5.15 and shall incorporate any reasonable comments that are made by Buyer. To the extent that the content of any documents submitted in accordance with the immediately preceding sentence cause such vote to fail to meet the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder, such failure shall not constitute a violation of this covenant; provided that such documents have been approved by Buyer following disclosure to Buyer of all relevant information (and any reasonable comments made by Buyer with respect such documents have been accepted by the Company) prior to such submission.
280G Vote. Prior to the Closing Date, to the extent an employee’s right to receive any payments would reasonably constitute a “parachute payment” within the meaning of Section 280G(b)(2)(A)(i) of the Code and any regulations promulgated thereunder, the Company shall request each such employee to waive such employee’s right and, to the extent such consent is obtained, shall submit such payments to the holders of the Company Common Stock for a vote, in accordance with the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder. The Company shall forward to Parent prior to submission to such stockholders copies of all documents prepared by Company in connection with this Section 5.13 and shall incorporate any reasonable comments that are made by Parent.
280G Vote. Notwithstanding the above, prior to any reduction in payments and benefits under this Section 12, at Executive’s request Company agrees, if permissible under Section 280G of the Code and applicable law (and subject to any applicable requirements including any requirements that may be applicable to Executive), to solicit a vote of all eligible shareholders of Company for approval of such amounts such that the compensation will not be subject to the Excise Tax as provided in Q&As 6 and 7 of Section 1.280G-1 of the Treasury Regulations or any superseding provision of such regulations. Company agrees to take all reasonable steps, in good faith, to solicit such vote if so request
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280G Vote. The Company shall submit to a vote of the Company Shareholders for their determination all payments or benefits that in the absence of such a vote could reasonably be viewed as “parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder) made to any individuals that are “disqualified individuals” (within the meaning of Section 280G(c) of the Code and the regulations thereunder), which shareholder vote shall be conducted in a manner that is intended to meet the requirements of Section 280G(b)(5)(B) of the Code and the regulations thereunder, and shall be in a form reasonably satisfactory to the Parent. Prior to such vote, the Company shall obtain waivers from each disqualified individual of some or all of such disqualified individual’s parachute payments such that all remaining payments and/or benefits, if any, shall not constitute “excess parachute payments” within the meaning of section 280G(b)(1) of the Code with respect to such disqualified individual or, in the absence of the shareholder approval referred to in the immediately preceding sentence, shall not be payable to or retained by such disqualified individual to the extent such excess parachute payments would not be deductible by reason of the application of Section 280G of the Code or would result in the imposition of the excise tax under Section 4999 of the Code on such disqualified individual.
280G Vote. The Company shall have obtained the requisite stockholder vote under Section 280G of the Code with respect to any Compensatory Arrangements that would, but for such approval, be treated as “parachute payments” under Section 280G of the Code, other than in respect of Xxxxx Xxxxxxxx.
280G Vote. Pursuant to Section 6.14, the “parachute payments” shall have been submitted to the Stockholders for approval or disapproval and such payments *** Certain confidential information contained in this document, marked with three asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. will have been approved or disapproved by the Stockholders and, if disapproved, such payments shall have been waived by the recipients thereof and shall not have been made.
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