definiens: within the meaning of Section 280 G of the Code ( ), wh ich determination shall be made by the Company and shall be subject to the review and reasonable appro val by Buyer, so that such payments and benefits sh all not be deemed to be Parachute Payments . Prior to the Closi ng Date, Seller shall cause the Company to deliver to Buyer evidence satisfactory to Buyer that ( i ) a stockhold er vote was solicited in conformance with Section 2 80 G of the Code, and the requisite stockholder approval was ob tained with respect to any payments or benefits tha t were subject to the stockholder vote ( the ), or ( ii ) the 280 G Approval was not obtained, and as a consequence, because each Person who otherwise migh t receive any payments or benefits in connection wi th the Transactions that constitute Parachute Payments ent ered into a waiver of each such Person ’s right to r eceive or retain any Parachute Payments, each in a form and s ubstance reasonably acceptable to Buyer, such Parac hute Payments shall not be made or retained