Exemption from Liability Under Section 16(b). Prior to the Effective Time, the Company shall take all such steps as may be necessary or appropriate to cause any disposition or acquisition by the Company’s directors and officers of shares of Company Capital Stock or conversion of any derivative securities in respect of such shares of Company Capital Stock in connection with the consummation of the transactions contemplated by this Agreement to be exempt under Rule 16b-3 promulgated under the Exchange Act, including any such actions specified in the applicable SEC No-Action Letter dated January 12, 1999.
Appears in 3 contracts
Samples: Merger Agreement (Investment Technology Group, Inc.), Merger Agreement (Virtu Financial, Inc.), Merger Agreement (Virtu Financial, Inc.)
Exemption from Liability Under Section 16(b). Prior to the Effective Time, the Company boards of directors of the Company, the Buyer and the Transitory Subsidiary shall take all such steps as may be necessary or appropriate required to cause any disposition or acquisition by the Company’s directors and officers of shares dispositions of Company Capital Stock or conversion of any equity securities (including derivative securities in respect of such shares of Company Capital Stock in connection with the consummation of securities) pursuant to the transactions contemplated hereby by this Agreement each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Agent with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, including any such actions specified in Act to the extent permitted by applicable SEC No-Action Letter dated January 12, 1999law.
Appears in 2 contracts
Samples: Merger Agreement (Biosphere Medical Inc), Merger Agreement (Merit Medical Systems Inc)
Exemption from Liability Under Section 16(b). Prior to the Effective Time, the Company shall take all such reasonable steps as may be necessary or appropriate required to cause any disposition or acquisition by the Company’s directors and officers of shares of Company Capital Stock or conversion of any derivative securities in respect of such shares of Company Capital Stock in connection with the consummation of the transactions contemplated by Section 2.14 and any other dispositions of Company equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Company subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act, including any such actions specified in the applicable SEC No-Action Letter dated January 12, 1999.
Appears in 2 contracts
Samples: Merger Agreement (Galaxy Dream Corp), Merger Agreement (Rc2 Corp)
Exemption from Liability Under Section 16(b). Prior to the Effective Time, the Company shall take all such steps as may be necessary or appropriate reasonably requested by any party hereto to cause any disposition or acquisition by the Company’s directors and officers of shares dispositions of Company Capital Stock or conversion of any equity securities (including derivative securities in respect of such shares of Company Capital Stock in connection with the consummation of securities) pursuant to the transactions contemplated hereby by this Agreement each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, including any such actions specified in Act to the extent permitted by applicable SEC No-Action Letter dated January 12, 1999law.
Appears in 1 contract
Samples: Merger Agreement (Airvana Inc)
Exemption from Liability Under Section 16(b). Prior to the Effective Time, the Company shall take all such steps as may be reasonably necessary or appropriate advisable to cause any disposition or acquisition by the Company’s directors and officers of shares dispositions of Company Capital Stock or conversion of any equity securities (including derivative securities in respect of such shares of Company Capital Stock in connection with the consummation of securities) pursuant to the transactions contemplated hereby by this Agreement each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, including any such actions specified in Act to the extent permitted by applicable SEC No-Action Letter dated January 12, 1999.Law. Table of Contents
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Exemption from Liability Under Section 16(b). Prior to the Effective Time, the Company shall take all such steps as may be reasonably necessary or appropriate advisable to cause any disposition or acquisition by the Company’s directors and officers of shares dispositions of Company Capital Stock or conversion of any equity securities (including derivative securities in respect of such shares of Company Capital Stock in connection with the consummation of securities) pursuant to the transactions contemplated hereby by this Agreement each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, including any such actions specified in Act to the extent permitted by applicable SEC No-Action Letter dated January 12, 1999Law.
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Exemption from Liability Under Section 16(b). Prior to the Effective Time, the Company shall take all such steps as may be reasonably necessary or appropriate advisable to cause any disposition or acquisition by the Company’s directors and officers of shares dispositions of Company Capital Stock or conversion of any equity securities (including derivative securities in respect of such shares of Company Capital Stock in connection with the consummation of securities) pursuant to the transactions contemplated hereby by this Agreement each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, including any such actions specified in Act to the extent permitted by applicable SEC No-Action Letter dated January 12, 1999Law.
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Exemption from Liability Under Section 16(b). Prior to the Effective Time, the Company shall take all such steps as may be necessary or appropriate reasonably requested by any party hereto to cause any disposition or acquisition by the Company’s directors and officers of shares dispositions of Company Capital Stock or conversion of any equity securities (including derivative securities in respect of such shares of Company Capital Stock in connection with the consummation of securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, including any such actions specified in Act to the extent permitted by applicable SEC No-Action Letter dated January 12, 1999Law.
Appears in 1 contract
Samples: Merger Agreement (I Many Inc)
Exemption from Liability Under Section 16(b). Prior to the Effective Time, the Company shall will take all such steps as may be necessary or appropriate to cause any disposition or acquisition by the Company’s directors and officers of shares of Company Capital Stock or conversion of any derivative securities in respect of such shares of Company Capital Stock in connection with the consummation of the transactions contemplated by this Agreement to be exempt under Rule 16b-3 promulgated under the Exchange Act, including any such actions specified in the applicable SEC No-Action Letter dated January 12, 1999.
Appears in 1 contract
Samples: Merger Agreement (PHH Corp)