Common use of Section 16 Matters Clause in Contracts

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or acquisitions of Parent Common Stock (including, in each case, derivative securities) resulting from the transactions contemplated hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) reasonably necessary to cause any dispositions of Company Common Stock or acquisitions of Parent Common Stock Shares (including, in each case, including derivative securitiessecurities with respect to Shares) resulting from the transactions contemplated hereby Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock Units (including, in each case, including derivative securitiessecurities with respect to Common Units) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or acquisitions of Parent (including derivative securities with respect to Company Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

Section 16 Matters. Prior to the First Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable LawLaws) to cause any dispositions of Company Common Stock or acquisitions of Parent Common Stock, restricted stock awards to acquire Parent Common Stock (includingand any Parent Options to purchase Parent Common Stock in connection with the Contemplated Transactions, in each case, derivative securities) resulting from the transactions contemplated hereby by each individual who is reasonably expected to become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

Section 16 Matters. Prior to Before the Effective Time, each of the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or and acquisitions of Parent Common Stock (including, in each case, derivative securities) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Company, or will become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall shall, as applicable, take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities related to such stock) resulting from the Merger and the other transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act. Upon request, the Company shall promptly furnish Parent with all requisite information for Parent to take the actions contemplated by this Section 6.12.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, derivative securities) resulting from the transactions contemplated hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the interpretive guidance set forth by the SEC.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such reasonable steps as may be required (to the extent permitted under applicable Law) or appropriate to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or who will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall shall, as applicable, take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, derivative securities) Shares resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act. Upon request, Company shall promptly furnish Parent with all requisite information for Parent to take the actions contemplated by this Section 7.10.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall use reasonable best efforts to take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock Shares (including, in each case, including derivative securitiessecurities with respect to Parent Common Shares) resulting from the transactions contemplated hereby Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) reasonably necessary to cause any dispositions of Company Common Stock or acquisitions of Parent (including derivative securities with respect to Company Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby by this Agreement by each individual Person (including any Person who is deemed to be a “director by deputization” under applicable securities laws) who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or acquisitions of Parent (including derivative securities with respect to Company Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby Transactions by each individual Person who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company (including any director designated by any such Person and including any Person to the extent deemed a director by deputization) or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable LawLegal Requirements and no action letters issued by the SEC) to cause any dispositions of Company Common Stock or acquisitions acquisition of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby 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 Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act. The parties will cooperate in good faith in connection with the subject matter of this Section 5.7.

Section 16 Matters. Prior to the Acquisition Merger Effective Time, each of the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or acquisitions of Parent Common Stock (including, in each case, derivative securities) resulting from the transactions contemplated hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of the Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Lawlaw) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby by Article I of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or Shares (including derivative securities with respect to Company Common Shares) and any acquisitions of shares of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to shares of Parent Common Stock) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable LawLegal Requirements and no-action letters issued by the SEC) to cause any dispositions of Company Common Stock or acquisitions of Parent (including derivative securities with respect to Company Common Stock (including, Stock) in each case, derivative securities) resulting from connection with the transactions contemplated hereby Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall shall, as applicable, take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, derivative securities) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act. Company agrees to promptly furnish Parent with all requisite information necessary for Parent to take the actions contemplated by this Section 7.18.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of shares of Company Common Stock (including derivative securities with respect to shares of Company Common Stock) or acquisitions of Parent Common Stock Shares (including, in each case, including derivative securitiessecurities with respect to Parent Shares) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall shall, as applicable, take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities related to such stock) resulting from the Merger and the other transactions contemplated hereby by this Agreement by each individual officer or director who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act. Upon request, the Company shall promptly furnish Parent with all requisite information for Parent to take the actions contemplated by this Section 6.13.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Lawlaw) to cause any dispositions disposition of Company Common Stock or acquisitions of Parent (including derivative securities with respect to Company Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby by Article I and Article II of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) reasonably necessary to cause any dispositions of shares of Company Common Stock or (including derivative securities) and acquisitions of Parent Common Stock (including, in each case, including derivative securities) resulting from pursuant to the transactions contemplated hereby Merger by each individual who is subject to the reporting requirements of Section 16(a) 16 of the Exchange Act Act, or will become subject to such reporting requirements with respect to the Company Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such reasonable steps as may be required (to the extent permitted under and are consistent with applicable Law) Law and regulations to cause any dispositions of Company Common Stock or acquisitions of Parent (including derivative securities with respect to Company Common Stock (including, Stock) in each case, derivative securities) resulting from the transactions Transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the First Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent and permitted under applicable Law) to cause the transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock or acquisitions (including derivative securities with respect to shares of Parent Company Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby 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 Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Lawlaw) to cause any dispositions of Company Common Stock Shares or acquisitions of Parent Common Stock (including, in each case, derivative securities) resulting from the transactions contemplated hereby by Article I of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of the Parent and Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby by Article II or Article III of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall will take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company equity securities (including derivative securities with respect to Company Common Stock Stock) or acquisitions of Parent equity securities (including derivative securities with respect to Parent Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall use commercially reasonable efforts to take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or acquisitions of Parent (including derivative securities in respect to Company Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby by Article I, Article II or Section 5.06 of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of the Company and the Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or Shares (including derivative securities with respect to Common Shares) or, to the extent applicable, acquisitions of Parent Common Stock Shares (including, in each case, including derivative securitiessecurities with respect to Parent Shares) resulting from the transactions contemplated hereby Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the U.S. Exchange Act with respect to the Company Company, to be exempt under Rule 16b-3 promulgated under the U.S. Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of the Parent and Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Parent or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the First Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) necessary or appropriate to cause any dispositions of Company Common Stock or the acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to such Parent Common Stock) resulting from the transactions contemplated hereby by this Agreement by each individual who is will become subject to the such reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall take all such steps as may be reasonably required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or acquisitions of Parent Common Stock (including, in each case, derivative securities) resulting from the transactions contemplated hereby by Article III of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company and Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) necessary or appropriate to cause any dispositions of Company Common Stock or the acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to such Parent Common Stock) resulting from the transactions contemplated hereby by this Agreement by each individual who is will become subject to the such reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Parent to be exempt under Rule 16b-3 16b‑3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) use reasonable best efforts to cause (and the Company shall be permitted to cause) any dispositions of Company Common Stock or acquisitions of Parent (including derivative securities related to Company Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect related to the Company or shall become subject to such reporting requirements related to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall use reasonable best efforts to take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or acquisitions of Parent (including derivative securities with respect to Company Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

Section 16 Matters. Prior to In connection with the Effective TimeOffer, each of Parent and the Company and Parent shall take all such reasonable steps as may be required (to the extent permitted under and are consistent with applicable Law) Law and regulations to cause any dispositions of Company Common Stock or acquisitions of Parent (including derivative securities with respect to Company Common Stock (including, Stock) in each case, derivative securities) resulting from the transactions Transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock Ordinary Shares (including, in each case, including derivative securitiessecurities with respect to Parent Ordinary Shares) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as that may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions Merger and the matters contemplated hereby by Sections 5.4 and 5.5 by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Legal Requirements.

Section 16 Matters. Prior to the First Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable LawLaws) to cause any dispositions of Company Common Stock or acquisitions of Parent Common Stock, restricted stock awards to acquire Parent Common Stock (includingand any Converted Options in connection with the Contemplated Transactions, in each case, derivative securities) resulting from the transactions contemplated hereby by each individual who is reasonably expected to become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall take all such steps as may be required (to the extent and permitted under applicable Law) to cause the transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to such shares of Company Common Stock or Parent Common Stock) resulting from the transactions contemplated hereby 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 to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock Series B Units (including, in each case, including derivative securitiessecurities with respect to Series B Units) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under Applicable Law and in accordance with applicable LawSEC rules and regulations and interpretations of the SEC staff) to cause any dispositions of Company Common Stock or acquisitions of Parent Common Stock (including, in each case, derivative securities) resulting from the transactions contemplated hereby Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act with respect to the Company Company, or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Securities Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or acquisitions of Parent (including derivative securities with respect to Company Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock Shares or acquisitions of Parent Common Stock (including, in each case, derivative securities) resulting from the transactions contemplated hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or any employee or director of the Company who may become an officer or director of Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall shall, as applicable, take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities related to such stock) resulting from the Merger and the other transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act. Upon request, the Company shall promptly furnish Parent with all requisite information for Parent to take the actions contemplated by this Section 6.13.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by Applicable Law.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Applicable Law) to cause any dispositions of Company Common Stock or acquisitions of Parent Common Stock (including, in each case, derivative securities) resulting from the transactions contemplated hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby Mergers by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby by Article I by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Act, to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the guidance provided by the SEC.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) necessary or appropriate to cause any dispositions of Company Common Stock or the acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to such Parent Common Stock) resulting from the transactions contemplated hereby by this Agreement by each individual who is will become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be reasonably required (to the extent permitted under applicable Law) to cause any dispositions disposition of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby by this Agreement by each individual Person who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to the reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Parent or the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall shall, as applicable, take all such steps as may be required (to the extent permitted under applicable Law) necessary to cause any dispositions of Company Common Stock Shares or acquisitions of Parent Common Stock Shares (includingincluding derivative securities with respect to Company Common Shares or Parent Common Shares, in each case, derivative securitiesas applicable) resulting from the Merger or the other transactions contemplated hereby by each individual Person who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to the extent applicable.

Section 16 Matters. Prior to the Effective Time, each of the Company Company, Parent and Parent Merger Sub shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Common Stock) or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the Merger and the other transactions contemplated hereby by this Agreement by each 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 or will be subject to such requirements with respect to Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions acquisitions of Company Common Stock or acquisitions shares of Parent Common Stock (including, in each case, derivative securities) resulting from the transactions contemplated hereby Merger by each individual who is will become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause the Merger and the transactions contemplated hereby, including any dispositions of Company Common Stock or acquisitions of Parent (including derivative securities with respect to the Company Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the No-Action Letter dated January 12, 1999 issued by the SEC regarding such matters.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Lawlaw) to cause any dispositions of Company Common Stock or acquisitions of Parent (including derivative securities with respect to Company Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby by Article I and Article II of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to use its reasonable best efforts, including in accordance with the extent permitted under applicable Law) interpretive guidance set forth by the SEC, to cause any dispositions of Company Common Stock or acquisitions of Parent (including derivative securities with respect to Company Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby Transactions by each individual officer or director who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent and permitted under applicable Law) to cause the transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock or acquisitions (including derivative securities with respect to shares of Parent Company Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby 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 to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the First Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable LawLaws) to cause any dispositions of Company Common Stock or acquisitions of Parent Common Stock (including, or Parent Convertible Preferred Stock in each case, derivative securities) resulting from connection with the transactions contemplated hereby Contemplated Transactions by each individual who is reasonably expected to become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) necessary or appropriate to cause any dispositions of Company Common Stock or the acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to such Parent Common Stock) resulting from the transactions contemplated hereby by this Agreement by each individual who is will become subject to the such reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall will take all such steps as may be required (to the extent permitted under applicable Law) or appropriate to cause any dispositions of Company Common Stock or acquisitions of Parent (including derivative securities with respect to Company Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Company, or will become subject to such reporting requirements with respect to the Surviving Corporation, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall shall, as applicable, take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock Shares or acquisitions of Parent Common Stock Shares (includingincluding derivative securities with respect to Company Common Shares or Parent Common Shares, in each case, derivative securitiesas applicable) resulting from the transactions contemplated hereby Merger or the other Transactions by each individual Person who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to the extent applicable.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as that may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions Merger and the matters contemplated hereby by Sections 5.3 and 5.4 by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Legal Requirements.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or acquisitions of Parent Common Stock (including, in each case, derivative securities) resulting from the transactions contemplated hereby by each individual who is subject to the reporting requirements of of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby by this Agreement by each individual who is will become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby First Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any acquisitions or dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

Section 16 Matters. Prior Subject to the following sentence, prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable LawLegal Requirements and no-action letters issued by the SEC) to cause any dispositions of Company Common Stock or acquisitions of Parent (including derivative securities with respect to Company Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Company, and the acquisition of Parent Common Stock (including derivative securities with respect to be exempt under Rule 16b-3 promulgated under the Exchange Act.Parent Common Stock) by each

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or acquisitions of Parent QVCA Common Stock (including, in each case, securities deliverable upon exercise, vesting or settlement of any Company Equity Awards or other derivative securities) resulting from the transactions contemplated hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.or may become subject to

Section 16 Matters. Prior to the Effective Time, each of Parent and the ------------------ Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, derivative securities) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable LawLaws) to cause any dispositions of Company Common Stock or acquisitions of Parent Common Stock (includingin connection with the Contemplated Transactions, in each case, derivative securities) resulting from the transactions contemplated hereby by each individual who is reasonably expected to become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including, in each case, derivative securities) resulting from the transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock or acquisitions the acquisition of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby by each individual who is who, in connection with the consummation of the Merger, will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable LawLegal Requirements) to cause any dispositions of Company Common Stock or acquisitions the acquisition of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to Parent Common Stock) resulting from the transactions contemplated hereby by each individual who is who, in connection with the consummation of the Merger, will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the First Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) necessary or appropriate to cause any dispositions of Company Common Stock or the acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to such Parent Common Stock) resulting from the transactions contemplated hereby First Merger by each individual officer or director (including by deputization) who is will become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall take all such reasonable steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of shares of Company Common Stock or acquisitions (including derivative securities with respect to shares of Parent Company Common Stock (including, in each case, derivative securitiesStock) resulting from the transactions contemplated hereby by Article IV by each individual who is subject to the reporting requirements of Section 16(a) a director or officer of the Exchange Act with respect to Company, or who will upon the Company Effective Time become an officer or director of Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall each 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 Company Common Stock or acquisitions of Parent Common Stock (including, in each case, including derivative securitiessecurities with respect to such shares) resulting that are treated as acquisitions under such rule and result from the transactions contemplated hereby by this Agreement by each individual who may become or is reasonably expected to become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Parent immediately after the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActEffective Time.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including securities deliverable upon exercise, vesting or acquisitions settlement of Parent Common Stock (including, in each case, any Company Equity Awards or other derivative securities) resulting from the transactions contemplated hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock Units or acquisitions of Parent Common Stock (including, in each case, derivative securities) resulting from the transactions contemplated hereby Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the First Effective Time, each of Parent and the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common QVC Series A Stock (including, in each case, including derivative securitiessecurities with respect to Parent QVC Series A Stock) resulting from the transactions Transactions contemplated hereby by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.