definiens: ( within the meaning of Section 280 G of the Code and the regulationspromulgated thereunder ( ) ) . The Company shall use its reasonable best efforts to obtain and deliver to Parent, prior to the solicitation of the requisite approval of the Company ’s stockholders described in Section 6.11(b ), a Section 280GWaiver from each person who is a ( within the meaning of Section 280 G ), as determined immediatelyprior to the initiation of the solicitation of the requisite approval of the Company ’s stockholders described in Section 6.11(b),and who might otherwise receive or have the right or entitlement to receive a parachute payment under Section 280 G inconnection with the transactions contemplated by this Agreement, unless the requisite approval of the Company’sstockholders of such parachute payments is obtained pursuant to Section 6.11(b )