Common use of Exemption from Liability Under Section Clause in Contracts

Exemption from Liability Under Section. 16(b). BNY and Mellon agree that, in order to most effectively compensate and retain Mellon Insiders and BNY Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Mellon Insiders and BNY Insiders not be subject to a risk of liability under Section 16(b) of the 1934 Act to the fullest extent permitted by applicable Law in connection with the conversion of shares of Mellon Common Stock, Mellon Stock Options and Mellon Stock-Based Awards or XXX Xxxxxx Xxxxx, XXX Stock Options and BNY Stock-Based Awards into Xxxxx Xxxxxx Xxxxx, Xxxxx Stock Options or Newco Stock-Based Awards, as the case may be, in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 5.15. Assuming Mellon and BNY deliver to Newco in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Mellon and BNY subject to the reporting requirements of Section 16(a) of the 1934 Act (respectively, the “Mellon Insiders” and the “BNY Insiders”), the number of shares of Mellon Common Stock or BNY Common Stock held or to be held by each such Mellon Insider or BNY Insider expected to be exchanged for Newco Common Stock in the Merger, and the number and description of Mellon Stock Options and Mellon Stock-Based Awards or BNY Stock Options and BNY Stock-Based Awards held by each such Mellon Insider or BNY Insider and expected to be converted into Newco Stock Options or Newco Stock-Based Awards, the Board of Directors of Newco, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the 1934 Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, adopt a resolution providing in substance that the receipt by the Mellon Insiders and BNY Insiders of Newco Common Stock in exchange for shares of Mellon Common Stock and BNY Common Stock, and of Newco Stock Options upon conversion of Mellon Stock Options or BNY Stock Options, or Newco Stock-Based Awards upon conversion of Mellon Stock-Based Awards or BNY 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 pursuant to Section 16(b) of the 1934 Act to the fullest extent permitted by applicable Law.

Exemption from Liability Under Section. 16(b). BNY PNC and Mellon the Company agree that, in order to most effectively compensate and retain Mellon Insiders and BNY the Company Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Mellon Insiders and BNY the Company Insiders not be subject to a risk of liability under Section 16(b) of the 1934 Exchange Act to the fullest extent permitted by applicable Law law in connection with the conversion of shares of Mellon Company Common Stock, Mellon Stock and Company Options and Mellon Stock-Based Awards into shares or XXX Xxxxxx Xxxxx, XXX Stock Options and BNY Stock-Based Awards into Xxxxx Xxxxxx Xxxxx, Xxxxx Stock Options or Newco Stock-Based Awards, as the case may be, options of PNC in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 5.155.14. Assuming Mellon and BNY deliver that the Company delivers to Newco PNC the Company Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and Time, the board of directors of Mellon and BNY subject to the reporting requirements of Section 16(a) of the 1934 Act (respectively, the “Mellon Insiders” and the “BNY Insiders”), the number of shares of Mellon Common Stock or BNY Common Stock held or to be held by each such Mellon Insider or BNY Insider expected to be exchanged for Newco Common Stock in the Merger, and the number and description of Mellon Stock Options and Mellon Stock-Based Awards or BNY Stock Options and BNY Stock-Based Awards held by each such Mellon Insider or BNY Insider and expected to be converted into Newco Stock Options or Newco Stock-Based Awards, the Board of Directors of NewcoPNC, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the 1934 Exchange Act), shall reasonably promptly thereafter, thereafter and in any event prior to the Effective Time, Time adopt a resolution providing in substance that the receipt by the Mellon Company Insiders and BNY Insiders (as defined below) of Newco PNC Common Stock in exchange for shares of Mellon Company Common Stock and BNY Common Stock, and of Newco Stock Options upon conversion of Mellon Stock Options or BNY Stock Options, or Newco Stock-Based Awards upon conversion of Mellon Stock-Based Awards or BNY Stock-Based Awards, in each case pursuant to the transactions contemplated by this Agreementhereby and to the extent such securities are listed in the Company Section 16 Information, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from Liability liability pursuant to Section 16(b) of under the 1934 Exchange Act to the fullest extent permitted by applicable Lawlaw. “Company Section 16 Information” shall mean information accurate in all material respects regarding the Company Insiders, the number of shares of Company Common Stock held by each such Company Insider and expected to be exchanged for PNC Common Stock in the Merger, 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 and directors of the 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 substance that the disposition by the Company Insiders of Company Common Stock in exchange for the Consideration pursuant to the transactions contemplated hereby us intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section. 16(b16(B). BNY PNC and Mellon the Company agree that, in order to most effectively compensate and retain Mellon Insiders and BNY the Company Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Mellon Insiders and BNY the Company Insiders not be subject to a risk of liability under Section 16(b) of the 1934 Exchange Act to the fullest extent permitted by applicable Law law in connection with the conversion of shares of Mellon Company Common Stock, Mellon Stock and Company Options and Mellon Stock-Based Awards into shares or XXX Xxxxxx Xxxxx, XXX Stock Options and BNY Stock-Based Awards into Xxxxx Xxxxxx Xxxxx, Xxxxx Stock Options or Newco Stock-Based Awards, as the case may be, options of PNC in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 5.155.14. Assuming Mellon and BNY deliver that the Company delivers to Newco PNC the Company Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and Time, the board of directors of Mellon and BNY subject to the reporting requirements of Section 16(a) of the 1934 Act (respectively, the “Mellon Insiders” and the “BNY Insiders”), the number of shares of Mellon Common Stock or BNY Common Stock held or to be held by each such Mellon Insider or BNY Insider expected to be exchanged for Newco Common Stock in the Merger, and the number and description of Mellon Stock Options and Mellon Stock-Based Awards or BNY Stock Options and BNY Stock-Based Awards held by each such Mellon Insider or BNY Insider and expected to be converted into Newco Stock Options or Newco Stock-Based Awards, the Board of Directors of NewcoPNC, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the 1934 Exchange Act), shall reasonably promptly thereafter, thereafter and in any event prior to the Effective Time, Time adopt a resolution providing in substance that the receipt by the Mellon Company Insiders and BNY Insiders (as defined below) of Newco PNC Common Stock in exchange for shares of Mellon Company Common Stock and BNY Common Stock, and of Newco Stock Options upon conversion of Mellon Stock Options or BNY Stock Options, or Newco Stock-Based Awards upon conversion of Mellon Stock-Based Awards or BNY Stock-Based Awards, in each case pursuant to the transactions contemplated by this Agreementhereby and to the extent such securities are listed in the Company Section 16 Information, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from Liability liability pursuant to Section 16(b) of under the 1934 Exchange Act to the fullest extent permitted by applicable Lawlaw. "COMPANY SECTION 16 INFORMATION" shall mean information accurate in all material respects regarding the Company Insiders, the number of shares of Company Common Stock held by each such Company Insider and expected to be exchanged for PNC Common Stock in the Merger, 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 and directors of the 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 substance that the disposition by the Company Insiders of Company Common Stock in exchange for the Consideration pursuant to the transactions contemplated hereby us intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section. 16(b). BNY PNC and Mellon the Company agree that, in order to most effectively compensate and retain Mellon Insiders and BNY the Company Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Mellon Insiders and BNY the Company Insiders not be subject to a risk of liability under Section 16(b) of the 1934 Exchange Act to the fullest extent permitted by applicable Law law in connection with the conversion of shares of Mellon Company Common Stock, Mellon Stock and Company Options and Mellon Stock-Based Awards into shares or XXX Xxxxxx Xxxxx, XXX Stock Options and BNY Stock-Based Awards into Xxxxx Xxxxxx Xxxxx, Xxxxx Stock Options or Newco Stock-Based Awards, as the case may be, options of PNC in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 5.155.14. Assuming Mellon and BNY deliver that the Company delivers to Newco PNC the Company Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and Time, the board of directors of Mellon and BNY subject to the reporting requirements of Section 16(a) of the 1934 Act (respectively, the “Mellon Insiders” and the “BNY Insiders”), the number of shares of Mellon Common Stock or BNY Common Stock held or to be held by each such Mellon Insider or BNY Insider expected to be exchanged for Newco Common Stock in the Merger, and the number and description of Mellon Stock Options and Mellon Stock-Based Awards or BNY Stock Options and BNY Stock-Based Awards held by each such Mellon Insider or BNY Insider and expected to be converted into Newco Stock Options or Newco Stock-Based Awards, the Board of Directors of NewcoPNC, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the 1934 Exchange Act), shall reasonably promptly thereafter, thereafter and in any event prior to the Effective Time, Time adopt a resolution providing in substance that the receipt by the Mellon Company Insiders and BNY Insiders (as defined below) of Newco PNC Common Stock in exchange for shares of Mellon Company Common Stock and BNY Common Stock, and of Newco Stock Options upon conversion of Mellon Stock Options or BNY Stock Options, or Newco Stock-Based Awards upon conversion of Mellon Stock-Based Awards or BNY Stock-Based Awards, in each case pursuant to the transactions contemplated by this Agreementhereby and to the extent such securities are listed in the Company Section 16 Information, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from Liability liability pursuant to Section 16(b) of under the 1934 Exchange Act to the fullest extent permitted by applicable Lawlaw. "Company Section 16 Information" shall mean information accurate in all material respects regarding the Company Insiders, the number of shares of Company Common Stock held by each such Company Insider and expected to be exchanged for PNC Common Stock in the Merger, 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 and directors of the 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 substance that the disposition by the Company Insiders of Company Common Stock in exchange for the Consideration pursuant to the transactions contemplated hereby us intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act to the fullest extent permitted by applicable law.