definiens: ( as defined below ) to any disqualified individual ( as defined below ) pursuant to any agreement orarrangement between any such disqualified individual and Parent ( or its applicable Affiliate ) ), the Company shall useits commercially reasonable efforts to cause to be irrevocably waived by each of the applicable ( as defined under Section 280 G of the Code and the regulations promulgated thereunder ) the right to anypayments that would reasonably be expected to constitute a pursuant to Section 280 G of theCode ( each, a ) and ( ii ) at least five ( 5 ) Business Days prior to the Effective Time, the Companyshall submit for approval by holders of Company Capital Stock, in conformance with Section 280 G of the Code andthe regulations thereunder ( the ), any Parachute Payments . The disclosure and documentsthat comprise the 280 G Stockholder Vote shall be prepared by the Company and Parent shall have a reasonableperiod of time to review and provide reasonable comment, which the Company shall consider in good faith