definiens: ( withinthe meaning of Code Section 280 G ) of the Company or any of its Subsidiaries or parent companies who has a right toany payments and/or benefits or potential right to any payments and/or benefits under any Benefit Plan or otherwisethat are ( within the meaning of Code Section 280 G ) on the Contemplated Transactions and that would bedeemed to constitute ( within the meaning of Code Section 280 G ) a waiver, subject to theapproval described in clause ( b ), of such Person ’s rights to all of such parachute payments ( the ) and ( b ) solicit the approval of the stockholders of the Company, to the extent and in the manner requiredunder Code Section 280G(b)(5)(B ) and the regulations promulgated thereunder, of any Waived 280 G Benefits . Notless than five ( 5 ) Business Days prior to distribution of any materials to stockholders or ( within the meaning of Code Section 280 G ) in connection with the waiver and vote described in this Section 4.7, theCompany shall provide Parent for its review and comment a copy of all such materials and a copy of its CodeSection 280 G calculations and shall accept all of Parent ’s reasonable comments to such documents . Prior to theClosing Date, the Company shall deliver to Parent evidence that a vote of the Company ’s stockholders was solicitedin accordance with the foregoing provisions of this Section 4.7 and that either ( i ) the requisite number of stockholdervotes was obtained with respect to the Waived 280 G Benefits ( the ), or ( ii ) that the 280 G Approvalwas not obtained, and, as a consequence, the Waived 280 G Benefits have not been and shall not be made orprovided