definiens: within the meaning of Section 280G(b)(2 ) of the Code ( ) ( which determination shallbe made by the Company and shall be subject to review and approval by Parent ), such that all such payments andbenefits shall not be deemed to be Section 280 G Payments ( the ), and prior to the Effective Time theCompany shall deliver to Parent evidence satisfactory to Parent that a vote of Company Stockholders was solicited inconformance with Section 280 G and the regulations promulgated thereunder and that ( a ) such requisite 280 G Approvalwas obtained with respect to any Section 280 G Payment, or ( b ) that the 280 G Approval was not obtained with respectto any Section 280 G Payment and as a consequence, that Section 280 G Payment shall not be made or provided, pursuant to the waivers of those payments and/or benefits which were executed by the affected individuals prior to thevote of the Company Stockholders ( the ) . Prior to soliciting the 280 G Approval, the Company shallobtain and deliver to Parent a 280 G Waiver from each Person who the Company reasonably believes is, with respectto the Company, a ( within the meaning of Section 280 G of the Code ) and who has received orcould otherwise receive or have the right or entitlement to receive any Section 280 G Payments . Prior to obtaining the280 G Waivers described in the previous sentence, the Company shall provide, or cause to be provided, to Parent adraft of all solicitation and related documents ( including any calculations of the Section 280 G Payments)contemplated in this Section 5.04, including any disclosure documents . The Company shall incorporate anyreasonable comments into such documents that are timely made by Parent