definiens: within themeaning of Section 280G(b)(2 ) of the Code ( ) ( which determination shall be made by EUSA andshall be subject to review and approval by the Buyer, which approval shall not unreasonably be withheld or delayed ), suchthat all such payments and benefits shall not be deemed to be Section 280 G Payments . Prior to the Closing, EUSA shalldeliver to the Buyer evidence reasonably satisfactory to the Buyer that approval of the EUSA stockholders was solicited inconformance with Section 280 G and the Treasury Regulations promulgated thereunder and that : ( a ) such stockholderapproval was obtained with respect to any Section 280 G Payment ; or ( b ) that such stockholder approval was not obtained withrespect to any Section 280 G Payment and as a consequence, that Section 280 G Payment shall not be made pursuant to waiversof such Section 280 G Payments that were executed by the affected individuals prior to the EUSA stockholder vote