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

Rule 16b-3 Approval. Prior to the Closing, Quest and Pinnacle, and their respective Boards of Directors or committees thereof, shall use their reasonable best efforts to take all actions to cause any dispositions of Pinnacle Common Stock (including derivative securities with respect to Pinnacle Common Stock) or acquisitions of Quest Common Stock (including derivative securities with respect to Quest Common Stock) resulting from the transactions contemplated hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 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 SEC in similar transactions.

Rule 16b-3 Approval. Prior to the Closing, Quest Holdco and PinnacleXxxxxx, and their respective Boards of Directors or committees thereof, shall use their reasonable best efforts to take all actions to cause any dispositions of Pinnacle Xxxxxx Common Stock (including derivative securities with respect to Pinnacle Xxxxxx Common Stock) or acquisitions of Quest Holdco Common Stock (including derivative securities with respect to Quest Holdco Common Stock) resulting from the transactions contemplated hereby by each individual holder who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended 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 SEC U.S. Securities and Exchange Commission (the “SEC”) in similar transactions.

Rule 16b-3 Approval. Prior to the Closing, Quest and Pinnacle, and their respective Boards of Directors or committees thereof, shall use their reasonable best efforts to take all actions to cause any dispositions of Pinnacle Common Stock (including derivative securities with respect to Pinnacle Common Stock) or acquisitions of Quest Common Stock (including derivative securities with respect to Quest Common Stock) resulting from the transactions contemplated hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 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 SEC in similar transactions.. ARTICLE 5