Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Midwest Holding Inc.), Agreement and Plan of Merger (Realnetworks Inc), Agreement and Plan of Merger (Ocean Bio Chem Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result directly resulting from the transactions contemplated by this Agreement Merger by each director or officer of the Company individual who is will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeTime to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Allete Inc), Agreement and Plan of Merger (Allete Inc), Agreement and Plan of Merger (El Paso Electric Co /Tx/)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by Article I of this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Kanbay International Inc), Agreement and Plan of Merger (Micron Technology Inc), Agreement and Plan of Merger (Advanced Digital Information Corp)
Section 16 Matters. Prior to the Effective Time, the Company shall, and shall be permitted to, take all such steps as may reasonably be required necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act Transactions, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesany Company Compensatory Awards) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 under the Effective TimeExchange Act.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Deciphera Pharmaceuticals, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Sykes Enterprises Inc), Agreement and Plan of Merger (Kindred Healthcare, Inc), Agreement and Plan of Merger (Sajan Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of be exempt under Rule 16b-3 promulgated under the Exchange Act with respect to the Company immediately prior to the Effective TimeAct.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Peak Bio, Inc.), Agreement and Plan of Merger (Akari Therapeutics PLC), Agreement and Plan of Merger (Adaptimmune Therapeutics PLC)
Section 16 Matters. Prior to the Effective Time, the Company shall will take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock equity securities (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to be exempt under Rule 16b-3 promulgated under the Company immediately prior to the Effective TimeExchange Act.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Extreme Networks Inc), Agreement and Plan of Merger (Aerohive Networks, Inc), Agreement and Plan of Merger (GigPeak, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may reasonably be required necessary and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Company Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Lawson Software, Inc.), Agreement and Plan of Merger (Research Pharmaceutical Services, Inc.), Agreement and Plan of Merger (Comforce Corp)
Section 16 Matters. Prior to Promptly after the Effective Timedate hereof, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharessecurities) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the Effective Timeextent permitted by Applicable Law.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Alaska Communications Systems Group Inc), Agreement and Plan of Merger (Alaska Communications Systems Group Inc), Agreement and Plan of Merger (ATN International, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the Offer, the Merger and the other transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Nanosphere Inc), Agreement and Plan of Merger (Nanosphere Inc), Agreement and Plan of Merger (Luminex Corp)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the Offer, the Merger and the other transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 5 contracts
Samples: Acquisition Agreement (Dot Hill Systems Corp), Acquisition Agreement (Ca, Inc.), Acquisition Agreement (Rally Software Development Corp)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Williams Companies Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable Legal Requirements) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by Article I of this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Vantagemed Corp), Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including Company Stock Options or any other derivative securities with respect to such sharesCompany Shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act, such steps to be taken in accordance with the interpretive guidance set forth by the SEC.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Granite Construction Inc), Agreement and Plan of Merger (Layne Christensen Co), Agreement and Plan of Merger (TTM Technologies Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the Offer, the Merger and the other transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Sandisk Corp), Agreement and Plan of Merger (Fusion-Io, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by Article I of this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Symbol Technologies Inc), Agreement and Plan of Merger (Motorola Inc), Agreement and Plan of Merger (Netopia Inc)
Section 16 Matters. Prior to the Effective Acceptance Time, the Company shall (and is permitted to) take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock in connection with the Transactions (including derivative securities with respect to of such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Seattle Genetics Inc /Wa), Agreement and Plan of Merger (Cascadian Therapeutics, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may reasonably be required necessary and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pinnacle Gas Resources, Inc.), Agreement and Plan of Merger (Dell Inc), Agreement and Plan of Merger (Crane Co /De/)
Section 16 Matters. Prior to the Effective Time, the Company shall will take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesCompany Shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Security Capital Corp/De/), Agreement and Plan of Merger (Sprint Nextel Corp), Agreement and Plan of Merger (Virgin Mobile USA, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Company Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pinnacle Data Systems Inc), Agreement and Plan of Merger (Avnet Inc), Agreement and Plan of Merger (Bell Microproducts Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall will take all such steps as may be required reasonably necessary or advisable hereto to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (SMART Global Holdings, Inc.), Agreement and Plan of Merger (Interactive Data Holdings Corp), Agreement and Plan of Merger (SMART Modular Technologies (WWH), Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares disposition of Company Common Stock Shares (including derivative securities with respect to such sharesCompany Common Shares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Boeing Co), Agreement and Plan of Merger (Radiologix Inc), Agreement and Plan of Merger (Aviall Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under Applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Force10 Networks Inc), Agreement and Plan of Merger (Carrier Access Corp), Stockholder Voting Agreement (Navteq Corp)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under Applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act. The Company acknowledges that all such above reference dispositions are compensatory in nature.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Symantec Corp), Agreement and Plan of Merger (Altiris Inc), Agreement and Plan of Merger (Symantec Corp)
Section 16 Matters. Prior to the Effective Time, the Company shall, and shall be permitted to, take all such steps as may reasonably be required necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including any derivative securities with respect to such sharesshares of Company Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Keystone Automotive Industries Inc), Agreement and Plan of Merger (LKQ Corp), Agreement and Plan of Merger (Guitar Center Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bioveris Corp), Agreement and Plan of Merger (Roche Holding LTD), Agreement and Plan of Merger (United Retail Group Inc/De)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be actions that are required (to the extent permitted under applicable legal requirements and no-action letters issued by the SEC) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including and derivative securities with respect to such sharesCompany Common Shares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement Section 1.1 by each officer or director or officer of the Company who is may become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect as an officer or director of Acquiror to be exempt under Rule 16b-3 promulgated under the Company immediately prior to the Effective TimeExchange Act.
Appears in 3 contracts
Samples: Arrangement Agreement (Kodiak Oil & Gas Corp), Arrangement Agreement (Whiting Petroleum Corp), Arrangement Agreement (World Color Press Inc.)
Section 16 Matters. Prior to the Exchange Effective Time, the Company shall take all such steps as may be required and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesthereto) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) be exempt under Rule 16b-3 of the Exchange Act with respect to the Company immediately prior to the Effective TimeAct.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Brookfield Renewable Partners L.P.), Agreement and Plan of Reorganization (TerraForm Power, Inc.), Agreement and Plan of Reorganization (TerraForm Power, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharessecurities) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the Effective Timeextent permitted by Applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (DSP Group Inc /De/), Agreement and Plan of Merger (DSP Group Inc /De/), Agreement and Plan of Merger (SYNAPTICS Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act Act, any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Icon PLC), Agreement and Plan of Merger (Icon PLC), Agreement and Plan of Merger (PRA Health Sciences, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall, and shall be permitted to, take all such steps as may reasonably be required necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect any Company Common Stock Options or shares subject to such sharesCompany Restricted Stock Awards) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 under the Effective TimeExchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Franklin UK Bidco LTD), Agreement and Plan of Merger (Planet Payment Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesthereto) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) be exempt under Rule 16b-3 of the Exchange Act with respect to the Company immediately prior to the Effective TimeAct.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Omnova Solutions Inc), Agreement and Plan of Merger (Reynolds American Inc), Agreement and Plan of Merger (British American Tobacco p.l.c.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps actions as may be required reasonably necessary or appropriate to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including and derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Company to be exempt under Rule 16b-3 promulgated under the Company immediately prior to the Effective TimeExchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Journal Media Group, Inc.), Agreement and Plan of Merger (Assisted Living Concepts Inc), Agreement and Plan of Merger (Gannett Co., Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall and shall be permitted to, take all such steps as may reasonably be required necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock Shares (including any derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (Celera CORP)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Valspar Corp), Agreement and Plan of Merger (Sherwin Williams Co), Agreement and Plan of Merger (Airgas Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall, and shall be permitted to, take all such steps as may reasonably be required necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including any derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Intellon Corp), Agreement and Plan of Merger (Atheros Communications Inc), Agreement and Plan of Merger (Logicvision Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall will take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wrigley Wm Jr Co), Agreement and Plan of Merger (Claires Stores Inc), Agreement and Plan of Merger (Sierra Health Services Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Broadcom Corp), Agreement and Plan of Merger (Cybersource Corp), Agreement and Plan of Merger (Visa Inc.)
Section 16 Matters. Prior to the Effective Purchase Time, the Company shall take all such steps as may be required (to the extent permitted under applicable law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by ARTICLE I of this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Excel Technology Inc), Agreement and Plan of Merger (Gsi Group Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required reasonably necessary or advisable to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule Section 16 of the Exchange Act and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Apex Global Brands Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (LSB Corp)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such reasonable steps as may be are required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares disposition of Company Common Stock, Company Options and Company Restricted Stock (including derivative securities Units in connection with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each officer or director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt from Section 16(b) of the Effective TimeExchange Act pursuant to Rule 16b-3 under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Applied Materials Inc /De), Agreement and Plan of Merger (Applied Materials Inc /De)
Section 16 Matters. Prior to the Effective Time, the Company shall, and shall be permitted to, take all such steps as may reasonably be required necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesany Company Common Stock Options or shares of Company Restricted Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 under the Effective TimeExchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thoma Bravo Fund Xii, L.P.), Agreement and Plan of Merger (Imprivata Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act Transactions and any other dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesCompany Shares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement Transactions by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-5 promulgated under the Effective TimeExchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Railcar Industries, Inc.), Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the Offer, the Merger and the other the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GB Aero Engine Merger Sub Inc.), Agreement and Plan of Merger (Edac Technologies Corp)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this 44 Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cerecor Inc.), Agreement and Plan of Merger and Reorganization (Cerecor Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Class A Common Stock or Class B Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Everest Merger Sub, Inc.), Agreement and Plan of Merger (Sport Chalet Inc)
Section 16 Matters. Prior to the Effective Time, the The Company shall take all such steps as may be required necessary or appropriate to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act ensure that any dispositions of shares of Company Common Stock (including derivative securities with respect related to such sharesstock) that are treated as dispositions under such rule and result resulting from the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeTime are exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cole Credit Property Trust Inc), Agreement and Plan of Merger (American Realty Capital Properties, Inc.)
Section 16 Matters. Prior rior to the Effective Time, the Company shall take all such steps as may be required reasonably necessary or advisable to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule Section 16 of the Exchange Act and result from the transactions contemplated by this Agreement Contemplated Transactions by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Innoviva, Inc.), Agreement and Plan of Merger (Entasis Therapeutics Holdings Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall, and shall be permitted to, take all such steps as may reasonably be required necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesany Company Options or shares of Company Restricted Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 under the Effective TimeExchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hershey Co), Agreement and Plan of Merger (Amplify Snack Brands, INC)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement Transactions by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Accuride Corp), Agreement and Plan of Merger (Press Ganey Holdings, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (Cover All Technologies Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesCompany Shares and Options) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement Transactions by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ormat Technologies, Inc.), Agreement and Plan of Merger (Us Geothermal Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under Applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act. The Company acknowledges that all such above referenced dispositions are compensatory in nature.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Varian Inc), Agreement and Plan of Merger (Agilent Technologies Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall will take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares disposition of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are is treated as dispositions a disposition under such rule and result results from the transactions contemplated by this Agreement Transactions by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Share (Millipore Corp /Ma), Agreement and Plan of Share (Millipore Corp /Ma)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ebix Inc), Agreement and Plan of Merger (Adam Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required use reasonable best efforts to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act (or who will become subject to the reporting requirements of Section 16(a) of the Exchange Act as a result of the transactions contemplated hereby) with respect to equity securities of the Company immediately prior to the Effective TimeCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vericity, Inc.), Agreement and Plan of Merger (Vericity, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall, and shall be permitted to, take all such steps as may reasonably be required necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock Shares (including any derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HeartWare International, Inc.), Agreement and Plan of Merger (Thoratec Corp)
Section 16 Matters. Prior to the Effective Time, the Company shall will take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director Director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Phoenix Companies Inc/De)
Section 16 Matters. Prior to the Effective Time, the Company shall will be entitled to take all such steps as may reasonably be required necessary and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act Transactions, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Company Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eastman Chemical Co), Agreement and Plan of Merger (TAMINCO Corp)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Company to be exempt under Rule 16b-3 promulgated under the Company immediately prior to the Effective TimeExchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Impac Medical Systems Inc), Agreement and Plan of Merger (Elekta AB)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required reasonably necessary and permitted to cause to be exempt the Merger or the transactions contemplated under Rule 16b-3 promulgated under the Exchange Act this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCommon Stock and including the deemed disposition and cancellation of the Options in the Merger) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liberator Medical Holdings, Inc.), Agreement and Plan of Merger (Rochester Medical Corporation)
Section 16 Matters. Prior to the Effective Time, the Company Company, the Purchaser, and Acquireco shall each take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the U.S. Exchange Act any dispositions of shares of Company Common Stock or Company Preferred Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the U.S. Exchange Act with respect to the Company immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Americas Silver Corp), Agreement and Plan of Merger (Pershing Gold Corp.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the Offer, the Merger and the other transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bishop Infrastructure III Acquisition Company, Inc.), Agreement and Plan of Merger (Westway Group, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such reasonable steps as may be required (to the extent permitted under applicable law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by Article I of this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seebeyond Technology Corp), Agreement and Plan of Merger (Sun Microsystems, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities of Company Common Stock) in connection with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement Contemplated Transactions, by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (OncoMed Pharmaceuticals Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall may take all such steps as may be required and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesof Company Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Butler Manufacturing Co)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required use reasonably best efforts to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the Offer, the Merger and the other transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lattice Semiconductor Corp)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kramont Realty Trust)
Section 16 Matters. Prior to the Effective Time, the ------------------ Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions to the Company under such rule and result from the transactions contemplated by Article I or Article II of this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tucson Electric Power Co)
Section 16 Matters. Prior to the Effective Time, the Company shall will take all such steps as may be required reasonably necessary or advisable hereto to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of the capital stock of the Company Common Stock (including derivative securities with respect to such sharessecurities) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Geopetro Resources Co)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required reasonably requested by any party hereto to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Capital Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the Offer, the Merger and the other transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 1 contract
Samples: Tender and Voting Agreement (Computer Software Innovations, Inc.)
Section 16 Matters. Prior to the Effective Time, the The Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect related to such sharesstock) that are treated as dispositions under such rule and result from the Merger and the other transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Inland Real Estate Corp)
Section 16 Matters. Prior to the Effective Time, the Company shall will take all such steps as may be required reasonably necessary or advisable hereto to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Company Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 1 contract
Samples: Escrow Agreement (Polymer Group Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Ordinary Shares (including derivative securities with respect to such sharesCompany Ordinary Shares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required are necessary in order to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement Transactions by each director or officer of the Company individual who is subject to the reporting requirements of Section section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause any acquisitions or dispositions of Company Common Stock (including derivative securities with respect thereto), in each case resulting from the Transactions, by each individual who is subject to Section 16 of the Exchange Act with respect to Company to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeAct.
Appears in 1 contract
Section 16 Matters. Prior to Promptly after the Effective Timedate hereof, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the Effective Timeextent permitted by Applicable Law.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent not prohibited under applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Company Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement Article IV by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including securities deliverable upon exercise, vesting or settlement of any Company Equity Awards or other derivative securities with respect to such sharessecurities) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement hereby by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may reasonably be required necessary and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act Transactions, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allion Healthcare Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall be permitted to take all such steps as may be required reasonably necessary or advisable to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesCompany Common Shares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act Transactions, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement Agreement, including the Merger, by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company shall be entitled to take all such steps as may reasonably be required necessary and permitted to cause to be exempt the transactions contemplated under Rule 16b-3 promulgated under the Exchange Act this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 1 contract
Samples: Agreement (Deltek, Inc)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required or appropriate (to the extent permitted under applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by Article I of this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required reasonably necessary and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act Transactions, including any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesCommon Shares and including the deemed disposition and cancellation of the Options in the Merger) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock equity securities (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to be exempt under Rule 16b-3 promulgated under the Company immediately prior to the Effective TimeExchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be reasonably required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the Effective Timeextent permitted by Applicable Law.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps actions as may be required (to the extent permitted under Applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities and equity awards with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement Transactions by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesthereto) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) be exempt under Rule 16b-3 of the Exchange Act with respect to the Company immediately prior to the Effective TimeAct. SECTION 6.14.
Appears in 1 contract
Samples: Ix Agreement and Plan of Merger
Section 16 Matters. Prior to the Effective Time, the Company shall will take all such steps as may be required reasonably necessary or advisable hereto to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of or conversions into shares of Company Common Stock (including derivative securities with respect to such sharesshares of Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement or the Purchase and Sale Agreement by each director, director by deputization, or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may reasonably be required necessary and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Company Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective Time.Exchange Act. Section 6.12
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Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may reasonably be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.
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Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may reasonably be required necessary and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule shares of Company Common Stock and result from including the transactions contemplated by this Agreement by each director or officer deemed disposition and cancellation of the Company Stock Options in the Merger) by each individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.
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Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares disposition of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by Article I of this Agreement by each director or officer Company Insider to be exempt under Rule 16b-3 promulgated under the Exchange Act. "COMPANY INSIDERS" shall mean those officers and directors of the Company who is are be subject to the reporting requirements requirement of Section 16(a16(b) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
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Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required actions that it has authority to cause take in order to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares to the Company of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
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Samples: Agreement and Plan of Merger (Xplore Technologies Corp)
Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such 49 rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.
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Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock and Company Preferred Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.
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