Common use of Rule 14d-10 Matters Clause in Contracts

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company (acting through the Company Board and the compensation committee of the Company Board) shall use reasonable best efforts to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement that has been, or after the Agreement Date will be, entered into by the Company with current or future directors, officers or employees of the Company.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Morphic Holding, Inc.), Agreement and Plan of Merger (Kinnate Biopharma Inc.), Agreement and Plan of Merger (XOMA Corp)

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Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company (acting through the Company Board and the compensation committee of the Company Board) shall use reasonable best efforts will take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement arrangements that has been, have been or will be entered into after the date of this Agreement Date will be, entered into by the Company or its subsidiaries with current or future directors, officers or employees of the CompanyCompany or its subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such rule.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Knowles Corp), Agreement and Plan of Merger (Audience Inc), Agreement and Plan of Merger (Peerless Systems Corp)

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company (acting through the Company Board and the compensation committee of the Company Board) shall use reasonable best efforts take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement arrangements that has been, have been or will be entered into after the date of this Agreement Date will be, entered into by the Company or its subsidiaries with current or future directors, officers or employees of the CompanyCompany or its subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such rule.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Norcraft Companies, Inc.), Agreement and Plan of Merger (Fortune Brands Home & Security, Inc.)

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company (acting through the Company Board and the compensation committee of the Company Boardits Compensation Committee) shall use reasonable best efforts take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement that has been, entered into on or after the Agreement Date will be, entered into date hereof by the Company Company, Parent or any of their respective affiliates with current or future directors, officers or employees of the CompanyCompany and its affiliates and to ensure that any such arrangements fall within the safe harbor provisions of such Rule.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hisamitsu U.S., Inc.), Agreement and Plan of Merger (Noven Pharmaceuticals Inc)

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company (acting through the Company Board and the compensation committee of the Company Board) shall use reasonable best efforts to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement that has been, or after the date of this Agreement Date will be, entered into by the Company or its affiliates with current or future directors, officers or employees of the CompanyCompany or its affiliates.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dermira, Inc.), Agreement and Plan of Merger (Loxo Oncology, Inc.)

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company (acting through the Company Board and the compensation committee of the Company Board) shall use reasonable best efforts to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement that has been, or after the date of this Agreement Date will be, entered into by the Company with current or future directors, officers or employees of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ARMO BioSciences, Inc.), Agreement and Plan of Merger (Vitae Pharmaceuticals, Inc)

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company (acting through the Company Board and the compensation committee of the Company Boardits Compensation Committee) shall use reasonable best efforts to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement that has been, or after the date of this Agreement Date will be, entered into by the Company or any of the Company Subsidiaries with current or future directors, officers or employees of the CompanyCompany or any of the Company Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Celator Pharmaceuticals Inc), Agreement and Plan of Merger (Jazz Pharmaceuticals PLC)

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company (acting through the Company Board and the compensation committee of the Company Board) shall use reasonable best efforts take such actions as are necessary to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement that has been, or after the Agreement Date will be, entered into by the Company with current or future directors, officers or employees of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alpine Immune Sciences, Inc.)

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Rule 14d-10 Matters. Prior to the scheduled expiration of the OfferOffer Expiration Time, the Company (acting through the Company Board and the compensation committee of the Company Board) shall use reasonable best efforts will take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement Contracts that has been, or are entered into after the date of this Agreement Date will be, entered into by the Company or the Company Subsidiaries with current or future directors, officers or employees of the CompanyCompany or the Company Subsidiaries and to ensure that any such Contracts fall within the safe harbor provisions of such rule.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Monster Worldwide, Inc.)

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company (acting through the Company Board and the compensation committee of the Company Board) shall use reasonable best efforts to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement that has been, or after the Agreement Date will be, entered into by the Company with current or future directors, officers or employees of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (POINT Biopharma Global Inc.)

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company (acting through the Company Board and the compensation committee of the Company Board) shall use reasonable best efforts will take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement arrangements that has been, have been or will be entered into after the date of this Agreement Date will be, entered into by the Company or its subsidiaries with current or future directors, officers or employees of the CompanyCompany or its Subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such rule.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gymboree Corp)

Rule 14d-10 Matters. Prior to the scheduled expiration of the OfferExpiration Date, the Company (acting through the Company its Board of Directors and the compensation committee of the Company Boardits Compensation Committee) shall use reasonable best efforts will take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement arrangements that has been, have been or after the Agreement Date will be, be entered into by the Company Company, Parent or any of their respective affiliates with current or future directors, officers or employees of the CompanyCompany and its affiliates and to insure that any such arrangements fall within the safe harbor provisions of such rule.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Matrixx Initiatives Inc)

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company (acting through the Company Board and the compensation committee of the Company Board) shall use reasonable best efforts to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act Act, any employment compensation, severance or other employee benefit arrangement that has been, or after the Agreement Date will be, entered into by the Company Group with current or future directors, officers or employees of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TSR Inc)

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