definiens: within the meaning of Section 280G(b)(2 ) of the Code ( ) ( which determination shall be made by the Company and shall be subject to review and approval by Parent ), such that all such payments and benefits shall not be deemed to be Section 280 G Payments ( the ), and prior to the First Effective Time the Company shall deliver to Parent evidence satisfactory to Parent that a vote of Stockholders was solicited in conformance with Section 280 G and the regulations promulgated thereunder and that ( a ) such requisite 280 G Approval was obtained with respect to any Section 280 G Payment, or ( b ) that the 280 G Approval was not obtained with respect to any Section 280 G Payment and as a consequence, that Section 280 G Payment shall not be made or provided, pursuant to the waivers of those payments and/or benefits which were executed by the affected ind ividuals prior to the vote of the Stockholders ( the )