definiens: within the meaning of Section 280 G of the Codeand the regulations promulgated thereunder ( which determination shall be made by the Company, subject to review andapproval by Parent, which shall not be unreasonably withheld or delayed ), such that such payments and benefits shall not bedeemed to be under Section 280 G of the Code, and, if applicable, prior to the Effective Time, theCompany shall deliver to Parent evidence satisfactory to Parent ( i ) that a Company Stockholder vote was solicited inconformance with Section 280 G and the regulations promulgated thereunder, and the requisite Company Stockholderapproval was obtained with respect to any payments and/or benefits that were subject to the Company Stockholder vote ( the ), or ( ii ) that the 280 G Approval was not obtained and as a consequence, that such shall not be made or provided, pursuant to the 280 G Waiver described herein