definiens: ( within the meaning of Section 280 G of the Code and the Treasury Regulations thereunder ), such that, if the 280GShareholder Vote is received approving such payments and benefits, such payments and benefits shall not be deemed to be under Section 280 G of the Code and the Treasury Regulations thereunder . Prior to such 280GShareholder Vote, the Company shall obtain, from each person whom the Company or Parent believes to be with respect to theCompany a Disqualified Individual and who might otherwise have, receive or have the right or entitlement to receive aparachute payment under Section 280 G of the Code, a written waiver ( in form and substance reasonably satisfactory to Parent)pursuant to which such person agrees to waive any and all right or entitlement to such parachute payment, to the extent suchpayment would not be deductible pursuant to Section 280 G of the Code, Such waivers shall cease to have any force or effectwith respect to any item covered thereby to the extent the 280 G Shareholder Vote for such item is obtained