definiens: ( as defined in Section 280G(c ) of the Code ) a waiver of all payments orother benefits that could reasonably be expected to not be deductible under Section 280 G of the Code or subject toan excise Tax under Section 4999 of the Code as a result of the transactions contemplated by this Agreement, suchthat after giving effect to all waivers, any remaining payments or benefits shall not be deemed to be ( within the meaning of Section 280 G of the Code ) ( the payments and benefits waived shall be collectivelyreferred to as the ) and ( ii ), with respect to each individual who agrees to thewaiver described in clause ( i ), submit for shareholder approval the right of such individual to receive the Section280 G Waived Payments in a manner that is intended to satisfy the requirements of Section 280G(b)(5)(B ) of theCode ( and the Treasury Regulations promulgated thereunder )