definiens: within the meaning of Section 280G(b)(1 ) of the Code, theCompany shall ( i ) within ten ( 10 ) Business Days prior to the Closing, disclose to Parent its calculations with respect to theexcess parachute payments, along with the assumptions used to make the calculations and the data necessary for Parent toconfirm the accuracy of the calculations, ( ii ) to the extent not already obtained, promptly seek the consent of the recipient ofany such payment that would otherwise be due and owing that such payment shall not be due and owing, paid or retained, absent 280 G Stockholder Approval ( as defined below ), and ( iii ) promptly ( and in any case prior to the Effective Time ) causeall such payments to be adequately disclosed to, and obtain the vote ( whether of approval or disapproval ) and usecommercially reasonable efforts to have all such payments approved by a vote of, the stockholders of the Company meetingthe requirements of the Code and the applicable treasury regulations ( )