Section 16 Approval Clause Samples
Section 16 Approval. On or after the date hereof and prior to the Effective Time, each of Upgrade and Company shall take all necessary action such that, with respect to (i) any Company Employee who as of the date hereof is subject to Section 16 of the Exchange Act and (ii) any member of the Company's Board of Directors (each, a "Company Section 16 Insider"), the acquisition by any such Company Section 16 Insider of Upgrade Common Stock or Upgrade stock options and the disposition by any such Company Section 16 Insider of Company Common Stock or Company Options pursuant to the transactions contemplated herein shall be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder.
Section 16 Approval. For purpose of exempting, from the short-swing liability provisions of Section 16(b) of the Exchange Act, the exchange of the shares of Company Common Stock held by the executive officers of the Company for shares of Parent Common Stock in the Merger pursuant to the provisions of Section 2.1(c), the Board of Directors of the Company shall, prior to the Effective Time, take appropriate action to approve such exchange. In addition, the Board of Directors of Parent shall, prior to the Effective Time, take appropriate action to approve, with respect to any Company employees who will become executive officers of the Parent as of the Effective Time, for purposes of exempting from the short-swing liability provisions of Section 16(b) of the Exchange Act, the issuance of shares of Parent Common Stock in exchange of the shares of Company Common Stock held by such persons in connection with the consummation of the Merger.
Section 16 Approval. Prior to the Effective Time, the Parent Board of Directors or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC with respect to the acquisition by any officer or director of Company who will, at the Effective Time, become an officer or director of Parent for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder of Parent Common Stock or options to acquire Parent Common Stock pursuant to this Agreement and the Merger to cause any such acquisitions to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Section 16 Approval. With respect to the Optionee, a withholding or tender of Shares of Common Stock shall be a subsequent transaction approved as part of the Option for purposes of the exemption under Rule 16b-3 of the Exchange Act.
Section 16 Approval. By approving the adoption of this Employee Matters Agreement, the respective boards of directors of Temple-Inland, Guaranty and Forestar intend to exempt from the short swing profit recovery provisions of Section 16(b) of the Exchange Act, by reason of the application of Rule 16b-3 thereunder, all acquisitions and dispositions of equity incentive awards as described in Article VII in respect of all Temple-Inland Options, Temple-Inland Restricted Shares, Temple-Inland Restricted Stock Units and Temple-Inland Performance Shares held as of the date hereof (or subsequently acquired) by directors and executive officers of Temple-Inland, as reflected in the Express Options database record maintained in respect of Temple-Inland, and the respective boards of directors of Guaranty and Forestar also intend to expressly approve, in respect of any Guaranty Option or Forestar Option, the use of any method for the payment of an exercise price and the satisfaction of any applicable tax withholding (specifically including the actual or constructive tendering of shares in payment of an exercise price and the withholding of option shares from delivery in satisfaction of applicable tax withholding requirements) to the extent such method is permitted under the underlying Temple-Inland Option.