Rule 16b. 3. Prior to the Effective Time, the Company shall take such steps as may be reasonably necessary or advisable to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Rule 16b. 3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.
Rule 16b. 3. Prior to the Acceptance Date, (i) Parent shall take such actions as may be required to cause the transactions contemplated by Section 3.7 with respect to the assumption and conversion of any Company Stock Options, Company RSUs or other convertible securities by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act and (ii) the Company shall take such actions as may be required to cause the transactions contemplated by Section 3.7 and any other dispositions of equity securities of the Company by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Rule 16b. 3. Prior to the Effective Time, the Company and Parent shall take such steps as may be reasonably requested by any party hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act to the extent permitted by applicable Law.
Rule 16b. 3. MART has taken, or will take prior to the Effective Time, all necessary action, including (without limitation) causing its Board of Trustees to adopt resolutions authorizing and approving the Merger, this Agreement and the other transactions contemplated hereby to exempt such transactions under Rule 16b-3 of the Exchange Act from the provisions of Section 16(b) of the Exchange Act.
Rule 16b. 3. The Company's Board of Directors shall, at or prior to the Effective Time, adopt resolutions specifically approving, for purposes of Rule 16b-3 under the Exchange Act, the Offer, the Merger, the Transaction Documents and the transactions contemplated thereby and any other dispositions of Company equity securities (including derivative securities) or acquisitions of Parent equity securities (including derivative securities) in connection with this Agreement and the other Transaction Documents by each individual who is a director or officer of the Company.
Rule 16b. 3. “Rule 16b-3” shall mean that certain Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to time.
Rule 16b. 3. It is the intent of the Corporation that the awards and transactions permitted by awards be interpreted in a manner that, in the case of participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible with the express terms of the award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, the Corporation shall have no liability to any participant for Section 16 consequences of awards or events under awards if an award or event does not so qualify.
Rule 16b. 3. Prior to the Effective Time, Parent, Merger Sub and the Company shall take such steps as may be required to cause the transactions contemplated by this Agreement and any other dispositions of Company equity securities (including derivative securities) or acquisitions of Parent equity securities (including derivative securities) in connection with this Agreement by each individual who (a) is a director or officer of the Company or (b) at the Effective Time will become a director or officer of Parent, to become exempt under Rule 16b-3 promulgated under the Exchange Act.
Rule 16b. 3 Approval. Each of the Company, Marine, Merger Sub and Pride agree that their respective board of directors or the executive compensation committee of their board of directors shall, at or prior to the Marine Merger Effective Time, adopt resolutions specifically approving, for purposes of Rule 16b-3 ("Rule 16b-3") of the United States Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the receipt, pursuant to this Agreement, of Company Common Stock and of options to acquire Company Common Stock, by executive officers or directors of each of Marine and Pride who become executive officers or directors of the Company subject to Rule 16b-3.
