Common use of Rule 16b-3 Actions Clause in Contracts

Rule 16b-3 Actions. Parent and the Company agree that, in order to most effectively compensate and retain those officers and directors of the Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the Offer and the Merger, both prior to and after the Effective Time, it is desirable that such persons not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable Law in connection with the transactions contemplated by this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.11. Promptly after the date hereof, the Company shall take all such steps as may be required to cause any dispositions of Common Shares resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

Appears in 7 contracts

Samples: Merger Agreement (Tektronix Inc), Merger Agreement (Danaher Corp /De/), Merger Agreement (Raven Acquisition Corp.)

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Rule 16b-3 Actions. Parent and the Company agree that, in order to most effectively compensate and retain those officers and directors of the Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the Offer and the Merger, both prior to and after the Effective Time, it is desirable that such persons Persons not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable Law in connection with the transactions contemplated by this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.116.10. Promptly after the date hereofhereof and prior to the Effective Time, the Company shall take all such steps as may be required to cause any dispositions of shares of Company Common Shares Stock resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Clearwater Paper Corp), Merger Agreement (Cellu Tissue Holdings, Inc.)

Rule 16b-3 Actions. Parent and the Company agree that, in order to most effectively compensate and retain those officers and directors of the Company who are subject to the reporting requirements of Section 16(a) of under the Exchange Act in connection with the Offer and the Merger, both prior to and after the Effective Time, it is desirable that such persons Persons not be subject to a risk of liability under Section 16(b) of under the Exchange Act to the fullest extent permitted by applicable Law Legal Requirements in connection with the transactions contemplated by this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.115.16. Promptly after the date hereofhereof and prior to the Effective Time, the Company shall take all such steps as may be required to cause any dispositions of Common Company Shares resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable LawLegal Requirements.

Appears in 2 contracts

Samples: Merger Agreement (Cypress Semiconductor Corp /De/), Merger Agreement (Simtek Corp)

Rule 16b-3 Actions. Parent and the Company agree that, in order to most effectively compensate and retain those officers and directors of the Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the Offer and the Merger, both prior to and after the Effective Time, it is desirable that such persons not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable Law in connection with the transactions contemplated by this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.116.13. Promptly after the date hereofhereof and prior to the Effective Time, the Company shall take all such steps as may be required to cause any dispositions of shares of Company Common Shares Stock resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Athenahealth Inc), Merger Agreement (Epocrates Inc)

Rule 16b-3 Actions. Parent and the Company agree that, in order to most effectively compensate and retain those officers and directors of the Company who are subject to the reporting requirements of Section 16(a) of under the Exchange Act in connection with the Offer and the Merger, both prior to and after the Effective Time, it is desirable that such persons Persons not be subject to a risk of liability under Section 16(b) of under the Exchange Act to the fullest extent permitted by applicable Law Legal Requirements in connection with the transactions contemplated by this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.116.18. Promptly after the date hereofhereof and prior to the Effective Time, the Company shall take all such steps as may be required to cause any dispositions of shares of Company Common Shares Stock resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable LawLegal Requirements.

Appears in 2 contracts

Samples: Merger Agreement (Moldflow Corp), Merger Agreement (Autodesk Inc)

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Rule 16b-3 Actions. Parent and the Company agree that, in order to most effectively compensate and retain those officers and directors of the Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the Offer and the Merger, both prior to and after the Effective Time, it is desirable that such persons Persons not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable Law in connection with the transactions contemplated by this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.116.9. Promptly after the date hereofhereof and prior to the Effective Time, the Company shall take all such steps as may be required to cause any dispositions of shares of Company Common Shares Stock resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Digital Cinema Destinations Corp.)

Rule 16b-3 Actions. Parent and the Company agree that, in order to most effectively compensate and retain those officers and directors of the Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the Offer and the Merger, both prior to and after the Effective Time, it is desirable that such persons Persons not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable Law in connection with the transactions contemplated by this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.117.9. Promptly after the date hereofhereof and prior to the Expiration Date, the Company shall take all such steps as may be required to cause any dispositions of shares of Company Common Shares Stock resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Adobe Systems Inc)

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