Common use of Section 280G Matters Clause in Contracts

Section 280G Matters. To the extent that (i) any “disqualified individual” (as such term is defined for purposes of Section 280G of the Code) of the Company who has executed an Excess Parachute Waiver would be entitled to any payment or benefit as a result of the transactions contemplated by this Agreement and (ii) such payment or benefit would or could reasonably be expected to constitute a “parachute payment” under Section 280G of the Code or could reasonably be expected to result in the imposition of any excise Tax imposed under Section 4999 of the Code, the Company shall have delivered to Parent proof of each Excess Parachute Waiver obtained in accordance with Section 6.14 from each such “disqualified individual” and performed the covenants set forth in Section 6.14(a).

Section 280G Matters. To the extent that (i) any “disqualified individual” (as such term is defined for purposes of Section 280G of the Code) of the an Acquired Company who has executed an Excess Parachute Waiver would be entitled to any payment or benefit as a result of the transactions contemplated by this Agreement and (ii) such payment or benefit would or could reasonably be expected to potentially constitute a “parachute payment” under Section 280G of the Code or could reasonably be expected to result in the imposition of any excise Tax imposed under Section 4999 of the Code, the Company shall have delivered to Parent proof of each Excess Parachute Waiver obtained in accordance with Section 6.14 from 6.13(a)from each such “disqualified individual” and performed the covenants set forth in Section 6.14(a6.13(b) and Section 6.13(c).