definiens: ( as such termis defined for purposes of Section 280 G of the Code ) of an Acquired Company would be entitled to any payment orbenefit as a result of the transactions contemplated by this Agreement and ( ii ) such payment or benefit would or could potentially constitute a underSection 280 G of the Code or could reasonably be expected to result in the imposition of any excise Tax imposed underSection 4999 of the Code, prior to the Closing : ( a ) the Company shall use its commercially reasonable efforts to obtain a binding written waiver by such ( each, an ) of any portion of such parachute payment as exceedsthree times less one dollar such individual ’s within the meaning of Section 280G(b)(3 ) of the Code(collectively, the ) to the extent such Excess Parachute Payments are not subsequentlyapproved pursuant to a stockholder vote in accordance with the requirements of Section 280G(b)(5)(B ) of the Code andRegulations § 1.280G-1 thereunder ( the ) ; ( b ) the Company shall use its commercially reasonable efforts to obtain stockholder approval in amanner that satisfies the 280 G Shareholder Approval Requirements in respect of the Excess Parachute Paymentspayable to all such ; ( c ) the Company shall provide all required disclosure to all persons entitled to vote under Section280G(b)(5)(B)(ii ) of the Code and shall hold a vote of stockholders in the manner intended to satisfy the 280GShareholder Approval Requirements ; and ( d ) the Excess Parachute Waivers, disclosure to holders of Company Capital Stock and any otherresolutions, notices or other documents issued, distributed, adopted or executed in connection with the implementation ofthis Section 6.13 shall be subject to Parent ’s prior review and comment, and the Company shall revise any suchdocumentation to take into account any reasonable comments made by Parent