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

Rule 16b-3 Approval. Prior to the Closing, Holdco and Xxxxxx, and their respective Boards of Directors or committees thereof, shall use their reasonable best efforts to take all actions to cause any dispositions of Xxxxxx Common Stock (including derivative securities with respect to Xxxxxx Common Stock) or acquisitions of Holdco Common Stock (including derivative securities with respect to Holdco Common Stock) resulting from the transactions contemplated hereby by each holder who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) to be exempt from Section 16(b) of the Exchange Act under Rule 16b-3 promulgated under the Exchange Act in accordance with the terms and conditions set forth in no-action letters issued by the U.S. Securities and Exchange Commission (the “SEC”) in similar transactions.

Rule 16b-3 Approval. Prior to the Closing, Holdco Quest and XxxxxxPinnacle, and their respective Boards of Directors or committees thereof, shall use their reasonable best efforts to take all actions to cause any dispositions of Xxxxxx Pinnacle Common Stock (including derivative securities with respect to Xxxxxx Pinnacle Common Stock) or acquisitions of Holdco Quest Common Stock (including derivative securities with respect to Holdco Quest Common Stock) resulting from the transactions contemplated hereby by each holder individual who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) ), to be exempt from Section 16(b) of the Exchange Act under Rule 16b-3 promulgated under the Exchange Act in accordance with the terms and conditions set forth in no-action letters issued by the U.S. Securities and Exchange Commission (the “SEC”) SEC in similar transactions.

Rule 16b-3 Approval. Prior to the Closing, Holdco Quest and XxxxxxPinnacle, and their respective Boards of Directors or committees thereof, shall use their reasonable best efforts to take all actions to cause any dispositions of Xxxxxx Pinnacle Common Stock (including derivative securities with respect to Xxxxxx Pinnacle Common Stock) or acquisitions of Holdco Quest Common Stock (including derivative securities with respect to Holdco Quest Common Stock) resulting from the transactions contemplated hereby by each holder individual who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 1934, as amended (the “"Exchange Act”) "), to be exempt from Section 16(b) of the Exchange Act under Rule 16b-3 promulgated under the Exchange Act in accordance with the terms and conditions set forth in no-action letters issued by the U.S. Securities and Exchange Commission (the “SEC”) SEC in similar transactions.