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 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.
Appears in 3 contracts
Samples: Merger Agreement (Quest Diagnostics Inc), Merger Agreement (Celera CORP), Merger Agreement (Lilly Eli & Co)
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 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.
Appears in 3 contracts
Samples: Merger Agreement (Complete Genomics Inc), Agreement and Plan of Merger (American Land Lease Inc), Merger Agreement (GCP Sunshine Acquisition, Inc. A Delaware Corp)
Matters. Prior to the Acceptance Time, the Company (acting through the 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 or the Company its Subsidiaries on as of 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.
Appears in 3 contracts
Samples: Merger Agreement (Hillshire Brands Co), Merger Agreement (Tyson Foods Inc), Merger Agreement (Tyson Foods Inc)
Matters. Prior to the Acceptance Time, the Company (acting through the Company Board and its Compensation Committee of the Company BoardCommittee) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the 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 “exempt under amended Rule 14d-10(c) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement” arrangements (including any payments made or to be made or benefits granted or to be granted according to such arrangements) that have been or will be entered into by the Company, Parent or any of their respective Affiliates with any security holder of the Company and to insure that any such arrangements fall 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 Actprovisions of such rule.
Appears in 2 contracts
Samples: Merger Agreement (Stiefel Laboratories, Inc.), Merger Agreement (Barrier Therapeutics Inc)
Matters. Prior to the Acceptance TimeDate, 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 or the Company Subsidiaries (including the Employee Arrangements) 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) 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.
Appears in 2 contracts
Samples: Merger Agreement (Gentek Inc), Merger Agreement (ASP GT Holding Corp.)
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 or the Company any of its 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.
Appears in 2 contracts
Samples: Merger Agreement (Trustco Holdings, Inc.), Merger Agreement (Health Fitness Corp /MN/)
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 or the Company its 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.
Appears in 2 contracts
Samples: Merger Agreement (I Flow Corp /De/), Merger Agreement (Kimberly Clark Corp)
Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee compensation committee of the Company BoardBoard of Directors) will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company Subsidiaries prior to, on or after the date hereof with any of its current or former 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.
Appears in 1 contract
Samples: Merger Agreement (Volcom Inc)
Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) will shall take all such steps as may reasonably be required to cause each agreement, arrangement or understanding entered into by the Company or the Company its Subsidiaries on as of 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.
Appears in 1 contract
Matters. Prior to the Offer Acceptance Time, the Company (acting through the 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 or the Company any of its Subsidiaries (including any employee agreement) on or after the date hereof May 13, 2024 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) 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.
Appears in 1 contract
Matters. Prior to the Acceptance Time, the Company (acting through the 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 or the Company its 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.
Appears in 1 contract