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Common use of Exemption from Liability Under Section 16(b) Clause in Contracts

Exemption from Liability Under Section 16(b). Each of the CBC Board and the SCB Board shall, prior to the Effective Time, take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) and Rule 16b-3(e) under the Exchange Act to exempt the conversion of shares of CBC Common Stock and CBC Equity Awards into shares of SCB Common Stock and SCB Equity Awards pursuant to the terms of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Insiders”), and the Board of Directors of SCB and of CBC, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBC) any dispositions of CBC Common Stock or CBC Equity Awards by the CBC Insiders, and (in the case of SCB) any acquisitions of SCB Common Stock or SCB Equity Awards by any CBC Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 3 contracts

Samples: Merger Agreement (Southern California Bancorp \ CA), Merger Agreement (California BanCorp), Merger Agreement (Southern California Bancorp \ CA)

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Exemption from Liability Under Section 16(b). Each of the CBC Board Discover and the SCB Board shallCapital One agree that, in order to most effectively compensate and retain Discover Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that Discover Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Discover Common Stock and CBC Discover Preferred Stock into shares of Capital One Common Stock and New Capital One Preferred Stock in the Mergers and the conversion of Discover Equity Awards into shares of SCB Common Stock and SCB corresponding Capital One Equity Awards pursuant in the Merger, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.19. CBC Discover shall deliver to SCB Capital One in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Discover subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Discover Insiders”), and the Board of Directors of SCB Capital One and of CBCDiscover, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCDiscover) any dispositions of CBC Discover Common Stock, Discover Preferred Stock or CBC Discover Equity Awards by the CBC Discover Insiders, and (in the case of SCBCapital One) any acquisitions of SCB Capital One Common Stock Stock, New Capital One Preferred Stock, or SCB Capital One Equity Awards by any CBC Discover Insiders who, immediately following the MergerMergers, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 3 contracts

Samples: Merger Agreement (Capital One Financial Corp), Merger Agreement (Discover Financial Services), Merger Agreement

Exemption from Liability Under Section 16(b). Each of the CBC Board CenterState and the SCB Board shallSouth State agree that, in order to most effectively compensate and retain CenterState Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that CenterState Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC CenterState Common Stock into shares of South State Common Stock in the Merger and CBC the conversion of CenterState Equity Awards into shares of SCB Common Stock and SCB corresponding South State Equity Awards pursuant in the Merger, and for that compensatory and retentive purposes agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.18. CBC CenterState shall deliver to SCB South State in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC CenterState subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC CenterState Insiders”), and the Board of Directors of SCB South State and of CBCCenterState, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCCenterState) any dispositions of CBC CenterState Common Stock or CBC CenterState Equity Awards by the CBC CenterState Insiders, and (in the case of SCBSouth State) any acquisitions of SCB South State Common Stock or SCB South State Equity Awards by any CBC CenterState Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 3 contracts

Samples: Merger Agreement (CenterState Bank Corp), Merger Agreement (CenterState Bank Corp), Merger Agreement (SOUTH STATE Corp)

Exemption from Liability Under Section 16(b). Each of the CBC Board and the SCB Board shall, prior (a) Prior to the Effective Time, take all such actions as may be necessary or appropriate pursuant (i) assuming that aaiPharma delivers to Rule 16b-3(d) and Rule 16b-3(e) under Holding Company the Exchange Act to exempt the conversion of shares of CBC Common Stock and CBC Equity Awards into shares of SCB Common Stock and SCB Equity Awards pursuant to the terms of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB 16 Information in a reasonably timely fashion prior to and accurate manner before the Effective Time accurate information regarding those officers and directors of CBC subject to Time, the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Insiders”), and the Board of Directors of SCB and of CBCHolding Company Board, or a committee of "non-employee directors directors" thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), as the case may be, shall reasonably promptly thereafter, and in any event prior to adopt a resolution consistent with the Effective Time, take all such steps as interpretive guidance of the SEC providing that the receipt by the aaiPharma Insiders who may be required to cause (in the case a covered Person of CBC) any dispositions of CBC Common Stock or CBC Equity Awards by the CBC Insiders, and (in the case of SCB) any acquisitions of SCB Common Stock or SCB Equity Awards by any CBC Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements Holding Company for purposes of Section 16(a) 16 of the Exchange ActAct (together with the rules and regulations promulgated thereunder, "Section 16") of HoldCo Common Stock in exchange for shares of aaiPharma Common Stock, and of options to purchase shares of HoldCo Common Stock upon conversion of options to purchase shares of aaiPharma Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are approved by this Agreementthe Holding Company Board, or by such committee thereof, as the case may be, and are intended to be exempt from liability pursuant to Rule 16b-3 Section 16(b) under the Exchange Act Act, such that any such receipt will be so exempt and (ii) the aaiPharma Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of aaiPharma who is a aaiPharma Insider of shares of aaiPharma Common Stock or aaiPharma Stock Options pursuant to this Agreement and the Mergers shall be an exempt transaction for purposes of Section 16. (b) Prior to the fullest Effective Time, (i) assuming that CIMA delivers to Holding Company the Section 16 Information in a timely and accurate manner before the Effective Time, the Holding Company Board, or a committee of "non-employee directors" thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), as the case may be, shall adopt a resolution consistent with the interpretive guidance of the SEC providing that the receipt by the CIMA Insiders who may be a covered Person of Holding Company for purposes of Section 16 of HoldCo Common Stock in exchange for shares of CIMA Common Stock, and of options to purchase shares of HoldCo Common Stock upon conversion of options to purchase shares of CIMA Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent permitted such securities are listed in the Section 16 Information, are approved by applicable lawthe Holding Company Board, or by such committee thereof, as the case may be, and are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act, such that any such receipt will be so exempt and (ii) the CIMA Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of CIMA who is a CIMA Insider of shares of CIMA Common Stock or CIMA Stock Options pursuant to this Agreement and the Mergers shall be an exempt transaction for purposes of Section 16.

Appears in 2 contracts

Samples: Merger Agreement (Aaipharma Inc), Merger Agreement (Aaipharma Inc)

Exemption from Liability Under Section 16(b). Each of the CBC Board FirstMerit and the SCB Board shallHuntington agree that, prior in order to the Effective Time, take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) most effectively compensate and Rule 16b-3(e) under the Exchange Act to exempt the conversion of shares of CBC Common Stock and CBC Equity Awards into shares of SCB Common Stock and SCB Equity Awards pursuant to the terms of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding retain those officers and directors of CBC FirstMerit subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC FirstMerit Insiders”), both prior to and after the Board Effective Time, it is desirable that FirstMerit Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of FirstMerit Common Stock and FirstMerit Equity Awards in the Merger and FirstMerit Preferred Stock in the Second Step Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.18. The Boards of Directors of SCB Huntington and of CBCFirstMerit, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafterafter the date of this Agreement, and in any event prior to (i) the Effective Time, take all such steps as may be required necessary or appropriate to cause (in the case of CBCx) any dispositions of CBC FirstMerit Common Stock or CBC FirstMerit Equity Awards by the CBC Insiders, and (in the case of SCBy) any acquisitions of SCB Huntington Common Stock and (ii) the Second Effective Time, take all such steps as may be necessary or SCB Equity Awards appropriate to cause (x) any dispositions of FirstMerit Preferred Stock and (y) any acquisitions of New Huntington Preferred Stock, in each case pursuant to the transactions contemplated by this Agreement and by any CBC FirstMerit Insiders who, immediately following the Merger, will be officers or directors of Huntington or of the Surviving Corporation Company subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Huntington Bancshares Inc/Md), Merger Agreement (Firstmerit Corp /Oh/)

Exemption from Liability Under Section 16(b). Each of the CBC Board SunTrust and the SCB Board shallBB&T agree that, in order to most effectively compensate and retain SunTrust Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that SunTrust Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC SunTrust Common Stock and CBC Equity SunTrust Preferred Stock and SunTrust PSU Awards into shares of SCB BB&T Common Stock and SCB New BB&T Common Stock in the Merger and the conversion of SunTrust Equity Awards pursuant into corresponding BB&T Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.20. CBC SunTrust shall deliver to SCB BB&T in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC SunTrust subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC SunTrust Insiders”), and the Board of Directors of SCB BB&T and of CBCSunTrust, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCSunTrust) any dispositions of CBC SunTrust Common Stock, SunTrust Preferred Stock or CBC SunTrust Equity Awards by the CBC SunTrust Insiders, and (in the case of SCBBB&T) any acquisitions of SCB BB&T Common Stock Stock, New BB&T Preferred Stock, or SCB BB&T Equity Awards by any CBC SunTrust Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Suntrust Banks Inc), Merger Agreement (Bb&t Corp)

Exemption from Liability Under Section 16(b). Each of the CBC Board Susquehanna and the SCB Board shallParent agree that, prior in order to the Effective Time, take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) most effectively compensate and Rule 16b-3(e) under the Exchange Act to exempt the conversion of shares of CBC Common Stock and CBC Equity Awards into shares of SCB Common Stock and SCB Equity Awards pursuant to the terms of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding retain those officers and directors of CBC Susquehanna subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Susquehanna Insiders”), both prior to and after the Effective Time, it is desirable that Susquehanna Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Susquehanna Common Stock and Susquehanna Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.17. The Board of Directors of SCB Parent and of CBCSusquehanna, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafterpromptly, and in any event prior to the Effective Time, take all such steps as may be required necessary or appropriate to cause (in the case of CBCi) any dispositions of CBC Susquehanna Common Stock or CBC Susquehanna Equity Awards by the CBC Insiders, and (in the case of SCBii) any acquisitions of SCB Parent Common Stock or SCB Equity Awards and/or Susquehanna Stock Options exercisable for shares of Parent Common Stock converted at the Effective Time pursuant to Section 1.7(a), in each case, pursuant to the transactions contemplated by this Agreement and by any CBC Susquehanna Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Bb&t Corp), Merger Agreement (Susquehanna Bancshares Inc)

Exemption from Liability Under Section 16(b). Each of Huntington and Unizan agree that, in order to most effectively compensate and retain Unizan Insiders (as defined below) in connection with the CBC Board and the SCB Board shallMerger, both prior to and after the Effective Time, take all such actions as may it is desirable that Unizan Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Unizan Common Stock and CBC Equity Awards Unizan Stock Options into shares of SCB Huntington Common Stock and SCB Equity Awards pursuant Assumed Stock Options, as applicable, in the Merger, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject Section 6.12. Assuming that Unizan delivers to Huntington the reporting requirements of Section 16(a16 Information (as defined below) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Insiders”)fashion, and the Board of Directors of SCB and of CBCHuntington, or a committee of nonNon-employee directors Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafteradopt a resolution providing that the receipt by Unizan Insiders of Huntington Common Stock in exchange for shares of Unizan Common Stock, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBC) any dispositions of CBC options on Huntington Common Stock or CBC Equity Awards by the CBC Insiders, and (in the case upon conversion of SCB) any acquisitions of SCB options on Unizan Common Stock or SCB Equity Awards by any CBC Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange ActStock, in each case pursuant to the transactions contemplated by this AgreementAgreement and to the extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Rule 16b-3 Section 16(b) under the Exchange Act Act. “Section 16 Information” shall mean information accurate in all material respects regarding Unizan Insiders, the number of shares of Unizan Common Stock held by each such Unizan Insider and expected to be exchanged for Huntington Common Stock in the fullest extent permitted Merger, and the number and description of the options on Unizan Common Stock held by applicable law.each such Unizan Insider and expected to be converted into options on Huntington Common Stock in connection with the

Appears in 2 contracts

Samples: Merger Agreement (Huntington Bancshares Inc/Md), Merger Agreement (Unizan Financial Corp)

Exemption from Liability Under Section 16(b). Each of the CBC Board William Penn and the SCB Board shallMid Penn agree that, in order to most effectively compensate and retain William Penn Insiders (as defined below), both prior to and after the Effective Time, take all such actions as may it is desirable that William Penn Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC William Penn Common Stock and CBC Equity Awards into shares of SCB Mid Penn Common Stock in the Merger and SCB Equity Awards pursuant the conversion of any William Penn Options or William Penn Restricted Stock into corresponding stock options or shares of restricted stock of Mid Penn in the Merger, and for that compensatory and retentive purposes agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act8.6. CBC William Penn shall deliver to SCB Mid Penn in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC William Penn subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC William Penn Insiders”), and the Board of Directors of SCB William Penn and of CBCMid Penn, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCWilliam Penn) any dispositions of CBC William Penn Common Stock, William Penn Options or William Penn Restricted Stock or CBC Equity Awards by the CBC William Penn Insiders, and (in the case of SCBMid Penn) any acquisitions of SCB Mid Penn Common Stock or SCB Equity Awards stock options or shares of restricted stock of Mid Penn by any CBC William Penn Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Mid Penn Bancorp Inc), Merger Agreement (William Penn Bancorporation)

Exemption from Liability Under Section 16(b). Each of the CBC Board The Seller and the SCB Board shallCompany agree that, in order to most effectively compensate and retain Insiders in connection with the Merger, both prior to and after the Effective Time, take all such actions as may it is desirable that Insiders be necessary or appropriate pursuant to Rule 16b-3(drelieved of the risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable Law in connection with the conversion of shares of CBC Seller Common Stock, Options, Seller stock-based awards into shares of Company Common Stock and CBC Equity Awards into Company rollover options and other awards denominated in shares of SCB Company Common Stock in the Merger, and SCB Equity Awards pursuant for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject Section 6.8. Following the delivery to the reporting requirements of Section 16(a) Company of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB 16 Information in a reasonably timely fashion prior to fashion, the Effective Time accurate information regarding those officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Insiders”), and the Board of Directors of SCB and of CBCCompany Board, or a committee of non“Non-employee directors Employee Directors” thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and will adopt a resolution providing that the receipt by Insiders of Company Common Stock in any event prior to the Effective Time, take all such steps as may be required to cause (in the case exchange for or satisfaction of CBC) any dispositions shares of CBC Company Common Stock or CBC Equity Awards Company stock-based awards, and of Company rollover options upon conversion of Options, in each case, pursuant to the transactions contemplated by this Agreement and to the CBC extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. “Section 16 Information” will mean information accurate in all material respects regarding Insiders, the number of shares of Seller Common Stock held by each such Insider and (expected to be exchanged for Company Common Stock in the case Merger, and the number and description of SCB) any acquisitions of SCB Options and Seller stock-based awards held by each such Insider and expected to be converted into Company rollover options and exchanged for Company Common Stock or SCB Equity Awards by any CBC Insiders who, immediately following awards denominated therein in connection with the Merger; provided, however, that the requirement for a description of any Options and Seller stock-based awards will be deemed to be satisfied if copies of all Seller stock plans and other Seller benefit plans, and forms of agreements evidencing grants thereunder, under which such Options and Seller stock-based awards, respectively, have been granted to Insiders, have been made available to the Company. “Insiders” will mean those officers or and directors of the Surviving Corporation Seller who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawSection 16 Information.

Appears in 2 contracts

Samples: Merger Agreement (Gold Banc Corp Inc), Merger Agreement (Marshall & Ilsley Corp/Wi/)

Exemption from Liability Under Section 16(b). Each of the CBC Board Old National and the SCB Board shallFirst Midwest agree that, in order to most effectively compensate and retain First Midwest Section 16 Individuals, both prior to and after the Effective Time, take all such actions as may it is desirable that First Midwest Section 16 Individuals not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC First Midwest Common Stock, First Midwest Preferred Stock and CBC First Midwest Equity Awards into shares of SCB Old National Common Stock, New Old National Preferred Stock or Old National Equity Awards, as applicable, in connection with the Merger, and SCB Equity Awards pursuant for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.19. CBC First Midwest shall deliver to SCB Old National in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC First Midwest subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC InsidersFirst Midwest Section 16 Individuals”), and the Board of Directors of SCB Old National and of CBCFirst Midwest, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCFirst Midwest) any dispositions of CBC First Midwest Common Stock, First Midwest Preferred Stock or CBC First Midwest Equity Awards by the CBC InsidersFirst Midwest Section 16 Individuals, and (in the case of SCBOld National) any acquisitions of SCB Old National Common Stock Stock, New Old National Preferred Stock, or SCB Old National Equity Awards by any CBC Insiders First Midwest Section 16 Individuals who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 2 contracts

Samples: Merger Agreement (First Midwest Bancorp Inc), Merger Agreement (Old National Bancorp /In/)

Exemption from Liability Under Section 16(b). Each of The Company and Parent agree that, in order to most effectively compensate and retain Company Insiders (as defined below) in connection with the CBC Board and the SCB Board shallMergers, both prior to and after the Effective Time, take all such actions as may it is desirable that Company Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable Law in connection with the conversion of shares of CBC Company Common Stock, Company Stock Options, Company Restricted Shares, Company PSUs and Company RSUs into Parent Common Stock and CBC Equity Awards into shares of SCB Common Stock Parent options, restricted shares, performance stock units and SCB Equity Awards pursuant restricted stock units, as the case may be, in the Mergers, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject Section 5.15. Assuming the Company delivers to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC the Company who will be subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Company Insiders”), the number of shares of Company Common Stock, Company Stock Options, Company Restricted Shares, Company PSUs and Company RSUs held by each such Company Insider expected to be exchanged in the Board of Directors of SCB and of CBCMergers, Parent Board, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (adopt a resolution providing in substance that the case of CBC) any dispositions of CBC Common Stock or CBC Equity Awards receipt by the CBC InsidersCompany Insiders of Parent Common Stock, Parent options, and (Parent restricted stock units, deferred stock units and phantom units, in the case of SCB) any acquisitions of SCB exchange for Company Common Stock, Company Stock or SCB Equity Awards by any CBC Insiders whoOptions, immediately following the MergerCompany Restricted Shares, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange ActCompany PSUs and Company RSUs, in each case pursuant to the transactions contemplated by this Agreement, are approved by Parent Board or by such committee thereof, and are intended to be exempt from liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable lawLaw. Prior to the Effective Time, the Company shall take all actions necessary or appropriate to ensure that the dispositions of equity securities of the Company (including derivative securities) pursuant to the transactions contemplated by this Agreement by any officer or director of the Company who is subject to Section 16 of the Exchange Act are exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 2 contracts

Samples: Merger Agreement (Isle of Capri Casinos Inc), Merger Agreement (Eldorado Resorts, Inc.)

Exemption from Liability Under Section 16(b). Each of Fifth Third and First National Bankshares agree that, in order to most effectively compensate and retain First National Bankshares Insiders (as defined below) in connection with the CBC Board and the SCB Board shallMerger, both prior to and after the Effective Time, take all such actions as may it is desirable that First National Bankshares Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC First National Bankshares Common Stock and CBC Equity Awards First National Bankshares Stock Options into shares of SCB and options for Fifth Third Common Stock in the Merger, and SCB Equity Awards pursuant for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject Section 6.13. Assuming that First National Bankshares delivers to Fifth Third the reporting requirements of Section 16(a16 Information (as defined below) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Insiders”)fashion, and the Board of Directors of SCB and of CBCFifth Third, or a committee of nonNon-employee directors Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafteradopt a resolution providing that the receipt by First National Bankshares Insiders of Fifth Third Common Stock in exchange for shares of First National Bankshares Common Stock, and of options for Fifth Third Common Stock upon conversion of options for First National Bankshares Common Stock, in any event prior each case pursuant to the Effective Time, take all transactions contemplated by this Agreement and to the extent such steps as may be required to cause (securities are listed in the case Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term “Section 16 Information” shall mean information accurate in all material respects regarding First National Bankshares Insiders, the number of CBC) any dispositions shares of CBC First National Bankshares Common Stock or CBC Equity Awards held by the CBC Insiders, each such First National Bankshares Insider and (in the case of SCB) any acquisitions of SCB expected to be exchanged for Fifth Third Common Stock or SCB Equity Awards by any CBC Insiders who, immediately following in the Merger, will and the number and description of the options for First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be converted into options for Fifth Third Common Stock in connection with the Merger; provided that the requirement for a description of any First National Bankshares Stock Options shall be deemed to be satisfied if copies of all First National Bankshares Stock Plans, and agreements evidencing grants thereunder, under which such First National Bankshares Stock Options have been granted, have been made available to Fifth Third. The term “First National Bankshares Insiders” shall mean those officers or and directors of the Surviving Corporation First National Bankshares who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawSection 16 Information.

Appears in 2 contracts

Samples: Merger Agreement (Fifth Third Bancorp), Merger Agreement (First National Bankshares of Florida Inc)

Exemption from Liability Under Section 16(b). Each of the CBC Board NewBridge and the SCB Board shallYadkin agree that, in order to most effectively compensate and retain NewBridge Insiders (as defined below), both prior to and after the Effective Time, take all such actions as may it is desirable that NewBridge Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC NewBridge Common Stock and CBC NewBridge Equity Awards into shares of SCB Common Stock in the Merger, and SCB Equity Awards pursuant for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject Section 6.17. Assuming NewBridge delivers to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB Yadkin in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC NewBridge subject to the reporting requirements of Section 16(a16 (a) of the Exchange Act (the “CBC NewBridge Insiders”), and the Board of Directors of SCB Yadkin and of CBCNewBridge, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCNewBridge) any dispositions of CBC NewBridge Common Stock or CBC NewBridge Equity Awards by the CBC NewBridge Insiders, and (in the case of SCBYadkin) any acquisitions of SCB Yadkin Common Stock or SCB Equity Awards by any CBC NewBridge Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Newbridge Bancorp), Merger Agreement (YADKIN FINANCIAL Corp)

Exemption from Liability Under Section 16(b). Each of the CBC Board Berkshire and the SCB Board shallBrookline agree that, in order to most effectively compensate and retain Brookline Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that Brookline Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Brookline Common Stock and CBC Brookline Equity Awards into shares of SCB Berkshire Common Stock or Berkshire Equity Awards, as applicable, in connection with the Merger, and SCB Equity Awards pursuant for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.20. CBC Brookline shall deliver to SCB Berkshire in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Brookline subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Brookline Insiders”), and the Board of Directors of SCB Berkshire and of CBCBrookline, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCBrookline) any dispositions of CBC Brookline Common Stock or CBC Brookline Equity Awards by the CBC Brookline Insiders, and (in the case of SCBBerkshire) any acquisitions of SCB Berkshire Common Stock or SCB Berkshire Equity Awards by any CBC Brookline Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Brookline Bancorp Inc), Merger Agreement (Berkshire Hills Bancorp Inc)

Exemption from Liability Under Section 16(b). Each of the CBC Board IBKC and the SCB Board shallFirst Horizon agree that, in order to most effectively compensate and retain IBKC Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that IBKC Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC IBKC Common Stock and CBC Equity IBKC Preferred Stock and IBKC PSU Awards into shares of SCB First Horizon Common Stock and SCB New First Horizon Preferred Stock in the Merger and the conversion of IBKC Equity Awards pursuant into corresponding First Horizon Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.22. CBC IBKC shall deliver to SCB First Horizon in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC IBKC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC IBKC Insiders”), and the Board of Directors of SCB First Horizon and of CBCIBKC, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCIBKC) any dispositions of CBC IBKC Common Stock, IBKC Preferred Stock or CBC IBKC Equity Awards by the CBC IBKC Insiders, and (in the case of SCBFirst Horizon) any acquisitions of SCB First Horizon Common Stock Stock, New First Horizon Preferred Stock, or SCB First Horizon Equity Awards by any CBC IBKC Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Iberiabank Corp), Merger Agreement (First Horizon National Corp)

Exemption from Liability Under Section 16(b). Each of the CBC Board Webster and the SCB Board shallSterling agree that, in order to most effectively compensate and retain Sterling Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that Sterling Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Sterling Common Stock, Sterling Series A Preferred Stock and CBC Sterling Equity Awards into shares of SCB Webster Common Stock, New Webster Preferred Stock or Wxxxxxx Equity Awards, as applicable, in connection with the Merger, and SCB Equity Awards pursuant for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.19. CBC Sterling shall deliver to SCB Webster in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Sterling Insiders”), and the Board of Directors of SCB Webster and of CBCSterling, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCSterling) any dispositions of CBC Sterling Common Stock, Sterling Series A Preferred Stock or CBC Sterling Equity Awards by the CBC Sterling Insiders, and (in the case of SCBWebster) any acquisitions of SCB Webster Common Stock Stock, New Webster Preferred Stock, or SCB Wxxxxxx Equity Awards by any CBC Sterling Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Sterling Bancorp), Merger Agreement (Sterling Bancorp)

Exemption from Liability Under Section 16(b). Each of the CBC Board Webster and the SCB Board shallSterling agree that, in order to most effectively compensate and retain Sterling Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that Sterling Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Sterling Common Stock, Sterling Series A Preferred Stock and CBC Sterling Equity Awards into shares of SCB Webster Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards, as applicable, in connection with the Merger, and SCB Equity Awards pursuant for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.19. CBC Sterling shall deliver to SCB Webster in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Sterling Insiders”), and the Board of Directors of SCB Webster and of CBCSterling, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCSterling) any dispositions of CBC Sterling Common Stock, Sterling Series A Preferred Stock or CBC Sterling Equity Awards by the CBC Sterling Insiders, and (in the case of SCBWebster) any acquisitions of SCB Webster Common Stock Stock, New Webster Preferred Stock, or SCB Xxxxxxx Equity Awards by any CBC Sterling Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Webster Financial Corp), Merger Agreement (Webster Financial Corp)

Exemption from Liability Under Section 16(b). Each of the CBC Board CIT and the SCB Board shallBancShares agree that, in order to most effectively compensate and retain CIT Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that CIT Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC CIT Common Stock and CBC Equity Awards CIT Preferred Stock into shares of SCB BancShares Class A Common Stock and SCB Equity Awards pursuant New BancShares Preferred Stock in the Merger, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.17. CBC CIT shall deliver to SCB BancShares in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC CIT subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC CIT Insiders”), and the Board of Directors of SCB BancShares and of CBCCIT, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCCIT) any dispositions of CBC CIT Common Stock, CIT Preferred Stock or CBC CIT Equity Awards by the CBC CIT Insiders, and (in the case of SCBBancShares) any acquisitions of SCB BancShares Class A Common Stock or SCB Equity Awards New BancShares Preferred Stock by any CBC CIT Insiders who, immediately following the Mergertransactions contemplated by this Agreement, will be officers or directors of the Surviving Corporation BancShares subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 2 contracts

Samples: Merger Agreement (Cit Group Inc), Merger Agreement (First Citizens Bancshares Inc /De/)

Exemption from Liability Under Section 16(b). Each of the CBC Board Atlantic Capital and the SCB Board shallSouth State agree that, in order to most effectively compensate and retain Atlantic Capital Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that Atlantic Capital Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Atlantic Capital Common Stock into shares of South State Common Stock in the Merger and CBC the conversion of Atlantic Capital Equity Awards into shares of SCB Common Stock and SCB corresponding South State Equity Awards pursuant in the Merger, and for that compensatory and retentive purposes agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.19. CBC Atlantic Capital shall deliver to SCB South State in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Atlantic Capital subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Atlantic Capital Insiders”), and the Board of Directors of SCB South State and of CBCAtlantic Capital, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCAtlantic Capital) any dispositions of CBC Atlantic Capital Common Stock or CBC Atlantic Capital Equity Awards by the CBC Atlantic Capital Insiders, and (in the case of SCBSouth State) any acquisitions of SCB South State Common Stock or SCB South State Equity Awards by any CBC Atlantic Capital Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 1 contract

Samples: Merger Agreement (Atlantic Capital Bancshares, Inc.)

Exemption from Liability Under Section 16(b). Each of the CBC Board GWB and the SCB Board shallFIBK agree that, in order to most effectively compensate and retain GWB Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that GWB Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC GWB Common Stock into shares of FIBK Class A Common Stock in the Merger and CBC the conversion of GWB Equity Awards into shares of SCB Common Stock and SCB corresponding FIBK Equity Awards pursuant in the Merger, and for that compensatory and retentive purposes agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.18. CBC GWB shall deliver to SCB FIBK in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC GWB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC GWB Insiders”), and the Board of Directors of SCB FIBK and of CBCGWB, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCGWB) any dispositions of CBC GWB Common Stock or CBC GWB Equity Awards by the CBC GWB Insiders, and (in the case of SCBFIBK) any acquisitions of SCB FIBK Class A Common Stock or SCB FIBK Equity Awards by any CBC GWB Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 1 contract

Samples: Merger Agreement (Great Western Bancorp, Inc.)

Exemption from Liability Under Section 16(b). Each of the CBC Board TCBI and the SCB Board shallIBTX agree that, in order to most effectively compensate and retain TCBI Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that TCBI Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC TCBI Common Stock and CBC TCBI Preferred Stock into shares of IBTX Common Stock and New IBTX Preferred Stock in the Merger and the conversion of TCBI Equity Awards into shares of SCB Common Stock and SCB corresponding IBTX Equity Awards pursuant in the Merger consistent with Section 1.8 of this Agreement, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.18. CBC TCBI shall deliver to SCB IBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC TCBI subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC TCBI Insiders”), and the Board of Directors of SCB IBTX and of CBCTCBI, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCTCBI) any dispositions of CBC TCBI Common Stock, TCBI Preferred Stock or CBC TCBI Equity Awards by the CBC TCBI Insiders, and (in the case of SCBIBTX) any acquisitions of SCB IBTX Common Stock Stock, New IBTX Preferred Stock, or SCB IBTX Equity Awards by any CBC TCBI Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 1 contract

Samples: Merger Agreement (Texas Capital Bancshares Inc/Tx)

Exemption from Liability Under Section 16(b). Each of PNFP and CAVB agree that, in order to most effectively compensate and retain CAVB Insiders (as defined below) in connection with the CBC Board and the SCB Board shallMerger, both prior to and after the Effective Time, take all such actions as may it is desirable that CAVB Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC CAVB Common Stock and CBC Equity Awards CAVB Stock Options into shares of SCB PNFP Common Stock in the Merger, and SCB Equity Awards pursuant for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject Section 6.11. Assuming that CAVB delivers to PNFP the reporting requirements of Section 16(a16 Information (as defined below) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Insiders”)fashion, and the Board of Directors of SCB and of CBCPNFP, or a committee of nonNon-employee directors Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafteradopt a resolution providing that the receipt by CAVB Insiders of PNFP Common Stock in exchange for shares of CAVB Common Stock, and of options on PNFP Common Stock upon conversion of options on CAVB Common Stock, in any event prior each case pursuant to the Effective Time, take all transactions contemplated by this Agreement and to the extent such steps as may be required to cause (securities are listed in the case Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term "Section 16 Information" shall mean information accurate in all material respects regarding CAVB Insiders, the number of CBC) any dispositions shares of CBC CAVB Common Stock or CBC Equity Awards held by the CBC Insiders, each such CAVB Insider and (in the case of SCB) any acquisitions of SCB expected to be exchanged for PNFP Common Stock or SCB Equity Awards by any CBC Insiders who, immediately following in the Merger, will and the number and description of the options on CAVB Common Stock held by each such CAVB Insider and expected to be converted into options on PNFP Common Stock in connection with the Merger; provided that the requirement for a description of any CAVB Stock Options shall be deemed to be satisfied if copies of all CAVB Stock Plans, and forms of agreements evidencing grants thereunder, under which such CAVB Stock Options have been granted, have been made available to PNFP. The term "CAVB Insiders" shall mean those officers or and directors of the Surviving Corporation CAVB who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawSection 16 Information.

Appears in 1 contract

Samples: Merger Agreement (Cavalry Bancorp Inc)

Exemption from Liability Under Section 16(b). Each of the CBC Board BANC and the SCB Board shallPACW agree that, in order to most effectively compensate and retain PACW Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that PACW Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC PACW Common Stock and CBC PACW Equity Awards into shares of SCB BANC Common Stock or BANC Equity Awards, as applicable, in connection with the Merger, and SCB Equity Awards pursuant for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.22. CBC PACW shall deliver to SCB BANC in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC PACW subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC PACW Insiders”), and the Board of Directors of SCB BANC and of CBCPACW, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCPACW) any dispositions of CBC PACW Common Stock or CBC PACW Equity Awards by the CBC PACW Insiders, and (in the case of SCBBANC) any acquisitions of SCB BANC Common Stock or SCB BANC Equity Awards by any CBC PACW Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 1 contract

Samples: Merger Agreement (Banc of California, Inc.)

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Exemption from Liability Under Section 16(b). Each of the CBC Board TSYS and the SCB Board shallGlobal Payments agree that, in order to most effectively compensate and retain TSYS Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that TSYS Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC TSYS Common Stock into shares of Global Payments Common Stock in the Merger and CBC the conversion of TSYS Equity Awards into shares of SCB Common Stock and SCB corresponding Global Payments Equity Awards pursuant in the Merger, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.19. CBC TSYS shall deliver to SCB Global Payments in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC TSYS subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC TSYS Insiders”), and the Board of Directors of SCB Global Payments and of CBCTSYS, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCTSYS) any dispositions of CBC TSYS Common Stock or CBC TSYS Equity Awards by the CBC TSYS Insiders, and (in the case of SCBGlobal Payments) any acquisitions of SCB Global Payments Common Stock or SCB Global Payments Equity Awards by any CBC TSYS Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 1 contract

Samples: Merger Agreement (Total System Services Inc)

Exemption from Liability Under Section 16(b). Each of the CBC Board Allegiance and the SCB Board shallCBTX agree that, in order to most effectively compensate and retain Allegiance Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that Allegiance Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Allegiance Common Stock into shares of CBTX Common Stock in the Merger and CBC the conversion of Allegiance Equity Awards into shares of SCB Common Stock and SCB corresponding CBTX Equity Awards pursuant in the Merger consistent with Section 1.7 of this Agreement, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.18. CBC Allegiance shall deliver to SCB CBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Allegiance subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Allegiance Insiders”), and the Board of Directors of SCB CBTX and of CBCAllegiance, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCAllegiance) any dispositions of CBC Allegiance Common Stock or CBC Allegiance Equity Awards by the CBC Allegiance Insiders, and (in the case of SCBCBTX) any acquisitions of SCB CBTX Common Stock or SCB CBTX Equity Awards by any CBC Allegiance Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 1 contract

Samples: Merger Agreement (CBTX, Inc.)

Exemption from Liability Under Section 16(b). Each of the CBC Board GWB and the SCB Board shallFIBK agree that, in order to most effectively compensate and retain GWB Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that GWB Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC GWB Common Stock into shares of FIBK Class A Common Stock in the Merger and CBC the conversion of GWB Equity Awards into shares of SCB Common Stock and SCB corresponding FIBK Equity Awards pursuant in the Merger, and for that compensatory and retentive purposes agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act‎6.18. CBC GWB shall deliver to SCB FIBK in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC GWB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC GWB Insiders”), and the Board of Directors of SCB FIBK and of CBCGWB, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCGWB) any dispositions of CBC GWB Common Stock or CBC GWB Equity Awards by the CBC GWB Insiders, and (in the case of SCBFIBK) any acquisitions of SCB FIBK Class A Common Stock or SCB FIBK Equity Awards by any CBC GWB Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 1 contract

Samples: Merger Agreement (First Interstate Bancsystem Inc)

Exemption from Liability Under Section 16(b). Each of The Company and MTR agree that, in order to most effectively compensate and retain Company Insiders and MTR Insiders (as defined below) in connection with the CBC Board and the SCB Board shallMergers, both prior to and after the Effective Time, take all such actions as may it is desirable that Company Insiders and MTR Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable Law in connection with the conversion of shares of CBC MTR Common Stock, MTR Stock Options, MTR Restricted Shares, MTR RSUs, and CBC Equity Awards Company Membership Interests into Parent Common Stock, Parent options, restricted shares of SCB Common Stock and SCB Equity Awards pursuant units, as the case may be, in the Mergers, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers Section 5.20. Assuming the Company and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall MTR deliver to SCB Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC the Company and MTR who will be subject to the reporting requirements of Section 16(a) of the Exchange Act (respectively, the “CBC Company Insiders” and the “MTR Insiders”), the number of shares of MTR Common Stock, MTR Stock Options, MTR Restricted Shares, MTR RSUs, and Company Membership Interests be held by each such Company Insider or MTR Insider expected to be exchanged in the Board of Directors of SCB and of CBCMergers, Parent Board, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (adopt a resolution providing in substance that the case of CBC) any dispositions of CBC Common Stock or CBC Equity Awards receipt by the CBC InsidersCompany Insiders and MTR Insiders of Parent Common Stock, Parent options, and (Parent restricted stock units, deferred stock units and phantom units, in the case of SCB) any acquisitions of SCB exchange for MTR Common Stock, MTR Stock or SCB Equity Awards by any CBC Insiders whoOptions, immediately following the MergerMTR Restricted Shares, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange ActMTR RSUs, and Company Membership Interests, in each case pursuant to the transactions contemplated by this Agreement, are approved by Parent Board or by such committee thereof, and are intended to be exempt from liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable lawLaw.

Appears in 1 contract

Samples: Merger Agreement (MTR Gaming Group Inc)

Exemption from Liability Under Section 16(b). Each PNC and the Company agree that, in order to most effectively compensate and retain the Company Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that the Company Insiders not be subject to a risk of liability under Section 16(b) of the CBC Board Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Company Common Stock and Company Options into shares or options of PNC in the SCB Board shallMerger, and for that compensatory and retentive purpose agree to the provisions of this Section 5.14. Assuming that the Company delivers to PNC the Company Section 16 Information (as defined below) in a timely fashion prior to the Effective Time, take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) and Rule 16b-3(e) under the Exchange Act to exempt the conversion board of shares of CBC Common Stock and CBC Equity Awards into shares of SCB Common Stock and SCB Equity Awards pursuant to the terms of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Insiders”), and the Board of Directors of SCB and of CBCPNC, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, thereafter and in any event prior to the Effective Time, take all Time adopt a resolution providing in substance that the receipt by the Company Insiders (as defined below) of PNC Common Stock in exchange for shares of Company Common Stock pursuant to the transactions contemplated hereby and to the extent such steps as may be required to cause (securities are listed in the case Company Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act to the fullest extent permitted by applicable law. “Company Section 16 Information” shall mean information accurate in all material respects regarding the Company Insiders, the number of CBC) any dispositions shares of CBC Company Common Stock or CBC Equity Awards held by the CBC Insiders, each such Company Insider and (in the case of SCB) any acquisitions of SCB expected to be exchanged for PNC Common Stock or SCB Equity Awards by any CBC Insiders who, immediately following in the Merger, will and the number and description of the options to purchase shares of Company Common Stock held by each such Company Insider and expected to be converted into options to purchase shares of PNC Common Stock in connection with the Merger; provided that the requirement for a description of any Company Options shall be deemed to be satisfied if copies of all plans, and forms of agreements, under which such Options have been granted have been made available to PNC. “Company Insiders” shall mean those present or former officers or and directors of the Surviving Corporation Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Company Section 16 Information. Prior to the Effective Time, the board of directors of the Company, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution providing in each case substance that the disposition by the Company Insiders of Company Common Stock in exchange for the Consideration pursuant to the transactions contemplated by this Agreement, hereby us intended to be exempt from liability pursuant to Rule 16b-3 Section 16(b) under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 1 contract

Samples: Merger Agreement (PNC Financial Services Group Inc)

Exemption from Liability Under Section 16(b). Each of the CBC Board Washington Banking and the SCB Board shallHeritage agree that, in order to most effectively compensate and retain Washington Banking Insiders (as defined below), both prior to and after the Effective Time, take all such actions as may it is desirable that Washington Banking Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Washington Banking Common Stock and CBC Equity Awards into shares of SCB Heritage Common Stock in the Merger and SCB Equity the conversion of Washington Banking Stock Options and Washington Banking Restricted Stock Unit Awards pursuant into the right to receive Heritage Common Stock subject to the terms and conditions of such Washington Banking Options and Washington Banking Restricted Stock Unit Awards in the Merger, and for that compensatory and retentive purposes agree to the provisions of this Agreement by officers and directors of CBC subject Section 6.17. Assuming Washington Banking delivers to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB Heritage in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Washington Banking subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Washington Banking Insiders”), and the Board of Directors of SCB Heritage and of CBCWashington Banking, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBC) any dispositions of CBC Washington Banking Common Stock, Washington Banking Restricted Stock Unit Awards or CBC Equity Awards Washington Banking Stock Options by the CBC Washington Banking Insiders, and (in the case of SCB) any acquisitions of SCB Heritage Common Stock or SCB Equity Awards pursuant to Article I by any CBC Washington Banking Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 1 contract

Samples: Merger Agreement (Heritage Financial Corp /Wa/)

Exemption from Liability Under Section 16(b). Each of Hexcel and Woodward agree that, in order to most effectively compensate and retain the CBC Board and the SCB Board shall, prior to the Effective Time, take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) and Rule 16b-3(e) under the Exchange Act to exempt the conversion of shares of CBC Common Stock and CBC Equity Awards into shares of SCB Common Stock and SCB Equity Awards pursuant to the terms of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Hexcel subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Hexcel Insiders”), both prior to and after the Effective Time, it is desirable that Hexcel Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable Law in connection with the conversion of shares of Hexcel Common Stock into shares of Woodward Common Stock in the Merger and the Board conversion of Hexcel Equity Awards into corresponding Woodward Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.18. Hexcel shall deliver to Woodward in a reasonably timely fashion prior to the Effective Time accurate information regarding the Hexcel Insiders, and the Boards of Directors of SCB Hexcel, Woodward, and of CBCthe Combined Company, as applicable, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCHexcel) any dispositions of CBC Hexcel Common Stock or CBC Hexcel Equity Awards by the CBC Hexcel Insiders, and (in the case of SCBWoodward) any acquisitions of SCB Woodward Common Stock or SCB Woodward Equity Awards by any CBC Hexcel Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Combined Company subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Woodward, Inc.)

Exemption from Liability Under Section 16(b). Each of the CBC Board Sterling and the SCB Board shallProvident agree that, in order to most effectively compensate and retain Sterling Insiders (as defined below), both prior to and after the Effective Time, take all such actions as may it is desirable that Sterling Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Sterling Common Stock and CBC Equity Awards into shares of SCB Provident Common Stock in the Merger and SCB Equity the conversion of Sterling Stock Options and Sterling Restricted Stock Awards pursuant into Provident Stock Options or Provident Restricted Stock Awards in the Merger, and for that compensatory and retentive purposes agree to the terms provisions of this Agreement by officers and directors of CBC subject Section 6.18. Assuming Sterling delivers to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB Provident in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Sterling Insiders”), and the Board of Directors of SCB Provident and of CBCSterling, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBC) any dispositions of CBC Sterling Common Stock, Sterling Restricted Stock Awards or CBC Equity Awards Sterling Stock Options by the CBC Sterling Insiders, and (in the case of SCB) any acquisitions of SCB Provident Common Stock, Provident Restricted Stock Awards or SCB Equity Awards Provident Stock Options by any CBC Sterling Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 1 contract

Samples: Merger Agreement (Provident New York Bancorp)

Exemption from Liability Under Section 16(b). Each of Regions and AmSouth agree that, in order to most effectively compensate and retain AmSouth Insiders (as defined below) in connection with the CBC Board and the SCB Board shallMerger, both prior to and after the Effective Time, take all such actions as may it is desirable that AmSouth Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange 1934 Act to exempt the fullest extent permitted by applicable Law in connection with the conversion of shares of CBC AmSouth Common Stock and CBC Equity Awards into shares of SCB Regions Common Stock in the Merger and SCB Equity the conversion of AmSouth Stock Options and AmSouth Stock-Based Awards pursuant into Regions Stock Options or Regions Stock-Based Awards in the Merger, and for that compensatory and retentive purposes agree to the terms provisions of this Agreement by officers and directors of CBC subject Section 4.13. Assuming AmSouth delivers to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB Regions in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC AmSouth subject to the reporting requirements of Section 16(a) of the Exchange 1934 Act (the “CBC AmSouth Insiders”), the number of shares of AmSouth Common Stock to be held by each such AmSouth Insider expected to be exchanged for Regions Common Stock in the Merger, and the number and description of AmSouth Stock Options and AmSouth Stock-Based Awards held by each such AmSouth Insider and expected to be converted into Regions Stock Options or Regions Stock-Based Awards, the Board of Directors of SCB and of CBCRegions, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange 1934 Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (adopt a resolution providing in substance that the case receipt by the AmSouth Insiders of CBC) any dispositions of CBC Regions Common Stock or CBC Equity Awards by the CBC Insidersin exchange for shares of AmSouth Common Stock, and (in the case of SCB) any acquisitions Regions Stock Options upon conversion of SCB Common AmSouth Stock Options, or SCB Equity Regions Stock-Based Awards by any CBC Insiders who, immediately following the Merger, will be officers or directors upon conversion of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange ActAmSouth Stock-Based Awards, in each case pursuant to the transactions contemplated by this Agreement, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from liability Liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange 1934 Act to the fullest extent permitted by applicable lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Amsouth Bancorporation)

Exemption from Liability Under Section 16(b). Each of the CBC Board HTLF and the SCB Board shallUMB agree that, in order to most effectively compensate and retain HTLF Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that HTLF Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC HTLF Common Stock into shares of UMB Common Stock or shares of HTLF Series E Preferred Stock(or depositary shares in respect thereof) into shares of UMB Series A Preferred Stock (or depositary shares in respect thereof), as applicable, in the Merger and CBC the conversion of any HTLF Equity Awards into shares of SCB Common Stock and SCB corresponding UMB Equity Awards pursuant in the Merger, and for that compensatory and retentive purposes agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.19. CBC HTLF shall deliver to SCB UMB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC HTLF subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC HTLF Insiders”), and the Board of Directors of SCB UMB and of CBCHTLF, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCHTLF) any dispositions of CBC HTLF Common Stock, HTLF Series E Preferred Stock (or CBC depositary shares in respect thereof) or HTLF Equity Awards by the CBC HTLF Insiders, and (in the case of SCBUMB) any acquisitions of SCB UMB Common Stock, UMB Series A Preferred Stock (or SCB depositary shares in respect thereof) or UMB Equity Awards by any CBC HTLF Insiders who, immediately following the MergerMergers, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 1 contract

Samples: Merger Agreement (Umb Financial Corp)

Exemption from Liability Under Section 16(b). Each of the CBC Board Cadence and the SCB Board shallBancorpSouth agree that, in order to most effectively compensate and retain Cadence Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that Cadence Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Cadence Common Stock into shares of BancorpSouth Common Stock in the Merger and CBC the conversion of Cadence Equity Awards into shares of SCB Common Stock and SCB corresponding BancorpSouth Equity Awards pursuant in the Merger, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.20. CBC Cadence shall deliver to SCB BancorpSouth in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC Cadence subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Cadence Insiders”), and the Board of Directors of SCB BancorpSouth and of CBCCadence, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCCadence) any dispositions of CBC Cadence Common Stock or CBC Cadence Equity Awards by the CBC Cadence Insiders, and (in the case of SCBBancorpSouth) any acquisitions of SCB BancorpSouth Common Stock or SCB BancorpSouth Equity Awards by any CBC Cadence Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 1 contract

Samples: Merger Agreement (Cadence Bancorporation)

Exemption from Liability Under Section 16(b). Each of Acquiror and Target agree that, in order to most effectively compensate and retain Target Insiders (as defined below) in connection with the CBC Board and the SCB Board shallMerger, both prior to and after the Effective Time, take all such actions as may it is desirable that Target Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC Target Common Stock and CBC Equity Awards Target Stock Options into shares of SCB Acquiror Common Stock in the Merger, and SCB Equity Awards pursuant for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject Section 6.11. Assuming that Target delivers to Acquiror the reporting requirements of Section 16(a16 Information (as defined below) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Insiders”)fashion, and the Board of Directors of SCB and of CBCAcquiror, or a committee of nonNon-employee directors Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafteradopt a resolution providing that the receipt by Target Insiders of Acquiror Common Stock in exchange for shares of Target Common Stock, and of options on Acquiror Common Stock upon assumption of options to purchase Target Common Stock, in any event prior each case pursuant to the Effective Time, take all transactions contemplated by this Agreement and to the extent such steps as may be required to cause (securities are listed in the case Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term “Section 16 Information” shall mean information accurate in all material respects regarding Target Insiders, the number of CBC) any dispositions shares of CBC Target Common Stock or CBC Equity Awards held by the CBC Insiders, each such Target Insider and (in the case of SCB) any acquisitions of SCB expected to be exchanged for Acquiror Common Stock or SCB Equity Awards by any CBC Insiders who, immediately following in the Merger, will and the number and description of the options on Target Common Stock held by each such Target Insider and expected to be assumed by Acquiror in connection with the Merger; provided that the requirement for a description of any Target Stock Options shall be deemed to be satisfied if copies of all Target Stock Plans, and forms of agreements evidencing grants thereunder, under which such Target Stock Options have been granted, have been made available to Acquiror. The term “Target Insiders” shall mean those officers or and directors of the Surviving Corporation Target who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawSection 16 Information.

Appears in 1 contract

Samples: Merger Agreement (Pinnacle Financial Partners Inc)

Exemption from Liability Under Section 16(b). Each of the CBC Board IBTX and the SCB Board shallSouthState agree that, in order to most effectively compensate and retain IBTX Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that IBTX Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC IBTX Common Stock into shares of SouthState Common Stock in the Merger and CBC the conversion of IBTX Equity Awards into shares of SCB Common Stock and SCB corresponding SouthState Equity Awards pursuant in the Merger, and for that compensatory and retentive purposes agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act6.19. CBC IBTX shall deliver to SCB SouthState in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC IBTX subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC IBTX Insiders”), and the Board of Directors of SCB SouthState and of CBCIBTX, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCIBTX) any dispositions of CBC IBTX Common Stock or CBC IBTX Equity Awards by the CBC IBTX Insiders, and (in the case of SCBSouthState) any acquisitions of SCB SouthState Common Stock or SCB SouthState Equity Awards by any CBC IBTX Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 1 contract

Samples: Merger Agreement (Independent Bank Group, Inc.)

Exemption from Liability Under Section 16(b). Each of the CBC Board HTLF and the SCB Board shallUMB agree that, in order to most effectively compensate and retain HTLF Insiders, both prior to and after the Effective Time, take all such actions as may it is desirable that HTLF Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC HTLF Common Stock into shares of UMB Common Stock or shares of HTLF Series E Preferred Stock(or depositary shares in respect thereof) into shares of UMB Series A Preferred Stock (or depositary shares in respect thereof), as applicable, in the Merger and CBC the conversion of any HTLF Equity Awards into shares of SCB Common Stock and SCB corresponding UMB Equity Awards pursuant in the Merger, and for that compensatory and retentive purposes agree to the terms provisions of this Agreement by officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act‎Section 6.19. CBC HTLF shall deliver to SCB UMB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC HTLF subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC HTLF Insiders”), and the Board of Directors of SCB UMB and of CBCHTLF, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of CBCHTLF) any dispositions of CBC HTLF Common Stock, HTLF Series E Preferred Stock (or CBC depositary shares in respect thereof) or HTLF Equity Awards by the CBC HTLF Insiders, and (in the case of SCBUMB) any acquisitions of SCB UMB Common Stock, UMB Series A Preferred Stock (or SCB depositary shares in respect thereof) or UMB Equity Awards by any CBC HTLF Insiders who, immediately following the MergerMergers, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Appears in 1 contract

Samples: Merger Agreement (Heartland Financial Usa Inc)

Exemption from Liability Under Section 16(b). Each of SunTrust and GB&T agree that, in order to most effectively compensate and retain GB&T Insiders (as defined below) in connection with the CBC Board and the SCB Board shallMerger, both prior to and after the Effective Time, take all such actions as may it is desirable that GB&T Insiders not be necessary or appropriate pursuant subject to Rule 16b-3(da risk of liability under Section 16(b) and Rule 16b-3(e) under of the Exchange Act to exempt the fullest extent permitted by applicable law in connection with the conversion of shares of CBC GB&T Common Stock Stock, GB&T Options and CBC Equity GB&T Stock-Based Awards into shares of SCB SunTrust Common Stock Stock, Adjusted Options and SCB Equity Awards pursuant Assumed Stock-Based Awards, respectively, in the Merger, and for that compensatory and retentive purpose agree to the terms provisions of this Agreement by officers and directors of CBC subject Section 6.13. Assuming that GB&T delivers to SunTrust the reporting requirements of Section 16(a16 Information (as defined below) of the Exchange Act or by employees of CBC who may become an officer or director of SCB subject to the reporting requirements of Section 16(a) of the Exchange Act. CBC shall deliver to SCB in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of CBC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “CBC Insiders”)fashion, and the Board of Directors of SCB and of CBCSunTrust, or a committee of nonNon-employee directors Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafteradopt a resolution providing that the receipt by GB&T Insiders of SunTrust Common Stock in exchange for shares of GB&T Common Stock, of Adjusted Options upon conversion of GB&T Options, and of Assumed Stock-Based Awards upon conversion of GB&T Stock-Based Awards, in any event prior each case pursuant to the Effective Time, take all transactions contemplated by this Agreement and to the extent such steps as may be required to cause (securities are listed in the case Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term "Section 16 Information" shall mean information accurate in all material respects regarding GB&T Insiders, the number of CBC) any dispositions shares of CBC GB&T Common Stock or CBC Equity Awards held by the CBC Insiders, each such GB&T Insider and (in the case of SCB) any acquisitions of SCB expected to be exchanged for SunTrust Common Stock or SCB Equity Awards by any CBC Insiders who, immediately following in the Merger, will and the number and description of the GB&T Options and GB&T Stock-Based Awards held by each such GB&T Insider and expected to be converted into Adjusted Options and Assumed Stock-Based Awards, respectively, in connection with the Merger. The term "GB&T Insiders" shall mean those officers or and directors of the Surviving Corporation GB&T who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawSection 16 Information.

Appears in 1 contract

Samples: Merger Agreement (Gb&t Bancshares Inc)

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