Rule 16b-3 Compliance Clause Samples
The Rule 16b-3 Compliance clause ensures that transactions involving company securities by directors, officers, or certain insiders comply with Rule 16b-3 under the Securities Exchange Act of 1934. This clause typically outlines procedures or requirements, such as obtaining advance approval from the board or a designated committee, to exempt specific transactions from short-swing profit liability rules. Its core function is to protect both the company and its insiders from inadvertent violations of securities regulations, thereby reducing legal risk and ensuring regulatory compliance.
Rule 16b-3 Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange Act that is available under Rule 16b-3 of the Exchange Act, the Award will be granted by the Board or a Committee that consists solely of two or more Non-Employee Directors, as determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any action establishing or modifying the terms of the Award will be approved by the Board or a Committee meeting such requirements to the extent necessary for such exemption to remain available.
Rule 16b-3 Compliance. It is the intention of the Company that the Plan comply in all respects with Rule 16b-3, that any ambiguities or inconsistencies in construction of the Plan be interpreted to give effect to such intention and that if any provision of the Plan is found not to be in compliance with Rule 16b-3, such provision shall be deemed null and void to the extent required to permit the Plan to comply with Rule 16b-3. The Board may adopt rules and regulations under, and amend, the Plan in furtherance of the intent of the foregoing.
Rule 16b-3 Compliance. To the extent an Award is intended to qualify of the exemption from Section 16(b) of the Exchange Act that is available under Rule 16b-3 of the Exchange Act, the Plan shall be administered by the Board or the Committee (subject to the Board’s discretion) in accordance with the requirements of Rule 16b-3 under the Exchange Act to the extent necessary for such exemption to remain available. The failure of a member of the Board or Committee (as applicable) to qualify as a “non-employee director,” as determined under Rule 16b-3(b)(3) of the Exchange Act, shall not invalidate any Award granted or action taken by the Board or Committee (as applicable) that is otherwise validly granted or taken under the terms of the Plan.
Rule 16b-3 Compliance. The Committee may consist solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.
Rule 16b-3 Compliance. The Company intends:
(a) that the Plan meet the requirements of Rule 16b-3;
(b) that participation by Non-Employee Directors under Article IV of the Plan will not prohibit them from being "disinterested persons" within the meaning of Rule 16b-3(d)(3) with respect to administration of the Plan or with respect to administration of any other plan of the Company;
(c) that transactions of the type specified in the first paragraph of Rule 16b-3 by Non-Employee Directors pursuant to Article IV of the Plan will be exempt from the operation of Section 16(b) of the Act; and
(d) that transactions of the type specified in the first paragraph of Rule 16b-3 by officers of the Company (whether or not they are directors) pursuant to the Plan will be exempt from the operation of Section 16(b) of the Act. In all cases, the terms, provisions, conditions and limitations of the Plan shall be construed and interpreted consistent with the Company's intent as stated in this Article I, Paragraph 9.
Rule 16b-3 Compliance. Unless otherwise provided herein, the options are intended to comply with the requirements of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Payment of the exercise price by a Grantee, who is an officer, director or other “insider” subject to Section 16(b) of the Exchange Act is subject to pre-approval by the administrator, as designated by the board of directors of the Company, in its sole discretion. Any such pre-approval shall be documented in a manner that complies with the specificity requirements of Rule 16b-3, including the name of the Grantee involved in the transaction, the nature of the transaction, the number of shares to be acquired or disposed of by the Grantee and the material terms of the options involved in the transaction.
Rule 16b-3 Compliance. Employer agrees that it will use its --------------------- best efforts such that, with respect to the Additional Option, the Company shall at all times during the term of the Option comply with the requirements of Rule 16b-3, promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act'), as such rule shall be in effect from time, or with any successor provision ("Rule 16b-3"), such that Employee shall be afforded the benefits of Rule 16b-3 with respect to the Additional Option including, without limitation, providing for the grant of the Additional Option pursuant to one or more stock plans which comply with Rule 16b-3 and which permit die terms of the Additional Option. Employee acknowledges that he will at all times comply with Rule 16b-3 requirements of officers with respect to the Additional Option.
Rule 16b-3 Compliance. It is the intent of the Corporation that this Plan comply in all respects with applicable provisions of Rule 16b-3 in connection with any grant of Awards to or other transaction by an Insider Participant (except for transactions exempted under alternative Exchange Act Rules or acknowledged in writing to be non-exempt by such Participant). Accordingly, if, at such time, any provision of this Plan or any Award Notice relating to an Award does not comply with the requirements of Rule 16b-3 as then applicable to any such transaction, such provision will be construed or deemed amended to the extent necessary to conform to the applicable requirements of Rule 16b-3 so that such Insider Participant shall avoid liability under Section 16(b).