Common use of Exemption from Liability Under Section Clause in Contracts

Exemption from Liability Under Section. 16(b). Assuming that the Company delivers to Parent the Section 16 Information (defined below) in a timely fashion, the Parent Board, or a committee of two or more Non-Employee Directors thereof (as such item is defined for purposes of Rule 16b-3 under the Exchange Act), shall adopt resolutions prior to the consummation of the Merger, providing that the receipt by the Company Insiders (as defined below) of Parent Common Stock in exchange for shares of the Company Common Stock, and of options for Parent Common Stock upon conversion of options for the Company 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 intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. Such resolutions shall comply with the approval conditions of Rule 16b-3 under the Exchange Act for purposes of such Section 16(b) exemption, including, but not limited to, specifying the name of the Company Insiders, the number of securities to be acquired or disposed of for each such person, the material terms of any derivative securities, and that the approval is intended to make the receipt of such securities exempt pursuant to Rule 16b-3(d). "Section 16 Information" shall mean information accurate in all respects regarding the Company Insiders, the number of shares of the Company Common Stock held by each such Company Insider and expected to be exchanged for Parent Common Stock in the Merger, and the number and description of the options on the Company

Exemption from Liability Under Section. 16(b). Assuming that The Company and Parent agree that, in order to most effectively compensate and retain those officers and directors of the Company delivers subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Company Insiders”), both prior to and after the Effective Time, it is desirable that Company 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 Company Common Stock, Company Preferred Stock and Company Equity Awards in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.15. The Board of Directors of Parent and of the Section 16 Information (defined below) in a timely fashion, the Parent BoardCompany, or a committee of two or more Nonnon-Employee Directors employee directors thereof (as such item term is defined for purposes of Rule 16b-3 16b-3(d) under the Exchange Act), shall adopt resolutions reasonably promptly, and in any event prior to the consummation Effective Time, take all such steps as may be required to cause (in the case of the MergerCompany) any dispositions of Company Common Stock, providing that the receipt Company Preferred Stock or Company Equity Awards by the Company Insiders Insiders, and (as defined belowin the case of Parent) any acquisitions of Parent Common Stock, New Parent Preferred Stock, and/or Company Stock Options exercisable for shares of Parent Common Stock in exchange for shares converted at the Effective Time pursuant to Section 1.9(a), by any Company Insiders who, immediately following the Merger, will be officers or directors of the Company Common Stock, and Surviving Corporation subject to the reporting requirements of options for Parent Common Stock upon conversion Section 16(a) of options for the Company Common StockExchange Act, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Informationby this Agreement, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. Such resolutions shall comply with the approval conditions of Rule 16b-3 under the Exchange Act for purposes of such Section 16(b) exemption, including, but not limited to, specifying to the name of the Company Insiders, the number of securities to be acquired or disposed of for each such person, the material terms of any derivative securities, and that the approval is intended to make the receipt of such securities exempt pursuant to Rule 16b-3(d). "Section 16 Information" shall mean information accurate in all respects regarding the Company Insiders, the number of shares of the Company Common Stock held fullest extent permitted by each such Company Insider and expected to be exchanged for Parent Common Stock in the Merger, and the number and description of the options on the Companyapplicable law.

Exemption from Liability Under Section. 16(b). Assuming that the Company delivers to Parent Buyer the Section 16 Information (as defined below) reasonably in a timely fashionadvance of the Effective Time, the Parent BoardBoard of Directors of Buyer, or a committee of two or more Non-Employee Directors thereof (as such item term is defined for purposes of Rule 16b-3 16b-3(d) under the Exchange Act), shall adopt resolutions reasonably promptly thereafter and in any event prior to the consummation of the Merger, Effective Time adopt a resolution providing that the receipt by the Company Insiders (as defined below) of Parent Buyer Common Stock in exchange for shares of the Company Common Stock, and of options for Parent to purchase Buyer Common Stock upon conversion of options for the Company Common StockOptions, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 InformationInformation provided by the Company to Buyer prior to the Effective Time, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. Such resolutions Act such that any such receipt shall comply with the approval conditions of Rule 16b-3 under the Exchange Act for purposes of such Section 16(b) exemption, including, but not limited to, specifying the name of the Company Insiders, the number of securities to be acquired or disposed of for each such person, the material terms of any derivative securities, and that the approval is intended to make the receipt of such securities exempt pursuant to Rule 16b-3(d)so exempt. "Section 16 Information" shall mean information accurate in all respects regarding the Company Insiders, the number of shares of the Company Common Stock held by each such Company Insider and expected to be exchanged for Parent Common Stock in the Merger, and the number and description of the options on Company Options held by each such Company Insider. "Company Insiders" shall mean those officers and directors of Company who are subject to the Companyreporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Exemption from Liability Under Section. 16(b). Assuming that the Company delivers to Parent the Section 16 Information (defined below) in a timely fashion, the Parent Board, or a committee of two or more Non-Employee Directors thereof (as such item is defined for purposes of Rule 16b-3 under the Exchange Act), shall adopt resolutions prior to the consummation of the Merger, providing that the receipt by the Company Insiders (as defined below) of Parent Common Stock in exchange for shares of the Company Common Stock, and of options for Parent Common Stock upon conversion of options for the Company 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 intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. Such resolutions shall comply with the approval conditions of Rule 16b-3 under the Exchange Act for purposes of such Section 16(b) exemption, including, but not limited to, specifying the name of the Company Insiders, the number of securities to be acquired or disposed of for each such person, the material terms of any derivative securities, and that the approval is intended to make the receipt of such securities exempt pursuant to Rule 16b-3(d). "Section 16 Information" shall mean information accurate in all respects regarding the Company Insiders, the number of shares of the Company Common Stock held by each such Company Insider and expected to be exchanged for Parent Common Stock in the Merger, and the number and description of the options on the CompanyCompany Common Stock held by each such Company Insider that are expected to be converted into options on Parent Common Stock in connection with the Merger. "Company Insiders" shall mean those officers and directors of the Company who will be subject to the reporting requirements of Section 16(b) of the Exchange Act with respect to Parent and who are listed in the Section 16 Information.