We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

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

Exemption from Liability Under Section 16(b). (a) The Board of Directors of the Parent, or a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Common Stock in exchange for shares of Company Common Stock, and of options to purchase Parent Common Stock upon assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, “Section 16 Information” means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Common Stock, or options to purchase Parent Common Stock, in each case, in connection with the Merger, which shall be provided by the Company to the Parent within 10 Business Days after the date of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Icoria, Inc.), Merger Agreement (Clinical Data Inc)

Exemption from Liability Under Section 16(b). (a) The Board of Directors of the ParentParent Board, or a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Common Stock Ordinary Shares represented by Parent ADSs in exchange for shares of Company Common Stock, and of options to purchase Parent Common Stock Ordinary Shares upon assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, “Section 16 Information” means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Common StockOrdinary Shares represented by Parent ADSs, or options to purchase Parent Common StockOrdinary Shares, in each case, in connection with the Merger, which shall be provided by the Company to the Parent within 10 Business Days business days after the date of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (New Focus Inc), Merger Agreement (Bookham Technology PLC)

Exemption from Liability Under Section 16(b). (a) The Board of Directors of the Parent, or a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Common Stock in exchange for shares of Company Common Stock, and of options to purchase Parent Common Stock upon assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, “Section 16 Information” means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Common Stock, or options to purchase Parent Common Stock, in each case, in connection with the Merger, which shall be provided by the Company to the Parent within 10 Business Days business days after the date of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Genaissance Pharmaceuticals Inc), Merger Agreement (Genaissance Pharmaceuticals Inc)

Exemption from Liability Under Section 16(b). (a) The Board of Directors of the Parent, or a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Common Stock in exchange for shares of Company Common Stock, and of options to purchase Parent Common Stock Options upon assumption and conversion substitution of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) The Company shall provide the Section 16 Information to the Parent at least ten (10) Business Days prior to the Closing. For purposes of this Agreement, “Section 16 Information” means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Common Stock, or options to purchase Parent Common Stock, in each case, Stock in connection with the Merger, which shall be provided by the Company to the Parent within 10 Business Days after the date of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Computer Associates International Inc), Merger Agreement (Concord Communications Inc)

Exemption from Liability Under Section 16(b). (a) The Board of Directors of the ParentBuyer, or a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Buyer Common Stock and cash in exchange for shares of Company Common Stock, Stock and of options to purchase Parent Company Common Stock upon assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, “Section 16 Information” means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Buyer Common Stock, or options to purchase Parent Common Stock, in each caseStock and cash, in connection with the Merger, which shall be provided by the Company to the Parent Buyer within 10 Business Days business days after the date of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Avid Technology Inc), Merger Agreement (Pinnacle Systems Inc)

Exemption from Liability Under Section 16(b). (a) The Board of Directors of the ParentBuyer, or a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Buyer Common Stock in exchange for shares of Company Common Stock, and of options to purchase Parent Buyer Common Stock upon assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, “Section 16 Information” means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Buyer Common Stock, or options to purchase Parent Buyer Common Stock, in each case, in connection with the Merger, which shall be provided by the Company to the Parent Buyer within 10 Business Days ten (10) business days after the date of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Skyworks Solutions, Inc.), Agreement and Plan of Merger (Advanced Analogic Technologies Inc)

Exemption from Liability Under Section 16(b). (a) The Board of Directors of the ParentBuyer, or a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall be permitted to adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Common Stock in exchange for shares of Company Common Stock, and of options to purchase Parent Buyer Common Stock upon assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, “Section 16 Information” means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Common Stock, or options to purchase Parent Buyer Common Stock, in each case, Stock in connection with the Merger, which shall be provided by the Company to the Parent within Buyer at least 10 Business Days after prior to the date of this AgreementClosing.

Appears in 1 contract

Samples: Merger Agreement (American Science & Engineering, Inc.)

Exemption from Liability Under Section 16(b). (a) The Board of Directors of the ParentBuyer, or a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Buyer Common Stock in exchange for shares of Company Common Stock, and of options to purchase Parent Buyer Common Stock upon Buyer's assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, "Section 16 Information" means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Buyer Common Stock, or options to purchase Parent Buyer Common Stock, in each case, in connection with the Merger, which shall be provided by the Company to the Parent Buyer within 10 Business Days business days after the date of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Celldex Therapeutics, Inc.)

Exemption from Liability Under Section 16(b). (a) The Board of Directors of the ParentBuyer, or a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Buyer Common Stock in exchange for shares of Company Common Stock, and of options to purchase Parent Buyer Common Stock upon Buyer’s assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, “Section 16 Information” means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Buyer Common Stock, or options to purchase Parent Buyer Common Stock, in each case, in connection with the Merger, which shall be provided by the Company to the Parent Buyer within 10 Business Days business days after the date of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Curagen Corp)

Exemption from Liability Under Section 16(b). (a) The Board of Directors of the ParentBuyer, or a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Buyer Common Stock in exchange for shares of Company Common Stock, and of options to purchase Parent Buyer Common Stock upon assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, "Section 16 Information" means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Buyer Common Stock, or options to purchase Parent Buyer Common Stock, in each case, in connection with the Merger, which shall be provided by the Company to the Parent Buyer within 10 Business Days business days after the date of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Genaissance Pharmaceuticals Inc)