Common use of Matters Clause in Contracts

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company, CPS or the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee compensation committee of the Company Board) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company, CPS Company or the Company its Subsidiaries on or after the date hereof and before the Acceptance Time with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d−10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d−10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee compensation committee of the Company BoardBoard of Directors) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company, CPS Company or the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company, CPS Company or the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d−10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d−10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) will take all such steps as may be required to cause each agreement, arrangement or understanding understanding, if any, entered into by the Company, CPS Company or the Company Subsidiaries Subsidiary on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee compensation committee of the Company Board) will shall take all such steps as may be required to cause each agreement, arrangement arrangement, or understanding entered into by the Company, CPS Company or the a Company Subsidiaries Subsidiary on or after the date hereof with any of its officers, directors directors, or employees pursuant to which consideration is paid to such officer, director director, or employee to be approved as an “employment compensation, severance severance, or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee compensation committee of the Company BoardBoard of Directors) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company, CPS Company or a Subsidiary of the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d-10(d)(2) under the Exchange Act.