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.
Appears in 12 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger and Reorganization (SRS Labs Inc)
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.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Callon Petroleum Co), Agreement and Plan of Merger (Carrizo Oil & Gas Inc), Agreement and Plan of Merger (PNK Entertainment, Inc.)
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.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (KLX Energy Services Holdings, Inc.), Agreement and Plan of Merger (Atlas Capital Holdings, Inc.), Agreement and Plan of Merger (Mirant Corp)
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.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Energy Transfer LP), Agreement and Plan of Merger (SemGroup Corp), Agreement and Plan of Merger
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.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Centene Corp), Agreement and Plan of Merger (Health Net Inc), Agreement and Plan of Merger (Albemarle Corp)
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.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Chiquita Brands International Inc), Agreement and Plan of Merger (Chiquita Brands International Inc), Agreement and Plan of Merger (Cavendish Acquisition Corp)
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.
Appears in 6 contracts
Samples: Support Agreement (Traws Pharma, Inc.), Agreement and Plan of Merger (Spyre Therapeutics, Inc.), Agreement and Plan of Merger (Aeglea BioTherapeutics, Inc.)
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.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (First Mid Illinois Bancshares Inc), Agreement and Plan of Merger (First Mid Illinois Bancshares Inc), Agreement and Plan of Merger (First Mid Illinois Bancshares Inc)
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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ii-Vi Inc), Agreement and Plan of Merger (Coherent Inc), Agreement and Plan of Merger (Lumentum Holdings Inc.)
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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Kite Realty Group, L.P.), Agreement and Plan of Merger (Retail Properties of America, Inc.), Agreement and Plan of Merger (Inland Diversified Real Estate Trust, Inc.)
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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Signature Office Reit Inc), Agreement and Plan of Merger (Griffin Capital Essential Asset REIT, Inc.), Agreement and Plan of Merger (Signature Office Reit Inc)
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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fitlife Brands, Inc.), Agreement and Plan of Merger (iSatori, Inc.), Agreement and Plan of Merger (GenOn Energy, Inc.)
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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Desktop Metal, Inc.), Agreement and Plan of Merger (ExOne Co), Agreement and Plan of Merger (Flir Systems Inc)
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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sykes Enterprises Inc), Agreement and Plan of Merger (Wyeth), Agreement and Plan of Merger (Ict Group Inc)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Firstenergy Corp), Agreement and Plan of Merger (Allegheny Energy, Inc), Agreement and Plan of Merger
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Synnex Corp), Agreement and Plan of Merger (Synnex Corp), Agreement and Plan of Merger (Convergys Corp)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (TGC Industries Inc), Voting Agreement (Dawson Geophysical Co), Voting Agreement (TGC Industries Inc)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (QLT Inc/Bc), Agreement and Plan of Merger (Insite Vision Inc), Agreement and Plan of Merger (Insite Vision Inc)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tufco Technologies Inc), Agreement and Plan of Merger (Green Mountain Coffee Roasters Inc), Agreement and Plan of Merger (Diedrich Coffee Inc)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (August Technology Corp), Agreement and Plan of Merger (Nanometrics Inc), Agreement and Plan of Merger (Nanometrics Inc)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sealy Corp), Agreement and Plan of Merger (Tempur Pedic International Inc), Agreement and Plan of Merger (HUGHES Telematics, Inc.)
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.
Appears in 3 contracts
Samples: Asset Contribution and Separation Agreement (Alliqua BioMedical, Inc.), Agreement and Plan of Merger (Twinlab Consolidated Holdings, Inc.), Agreement and Plan of Merger (Wireless Ronin Technologies Inc)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Keypath Education International, Inc.), Agreement and Plan of Merger (Trean Insurance Group, Inc.), Agreement and Plan of Merger (Tivity Health, Inc.)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (KMG Chemicals Inc), Agreement and Plan of Merger (Analog Devices Inc), Agreement and Plan of Merger (Linear Technology Corp /Ca/)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Water Pik Technologies Inc), Agreement and Plan of Merger (Probusiness Services Inc), Agreement and Plan of Merger (Automatic Data Processing Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HNC Software Inc/De), Agreement and Plan of Merger (Fair Isaac & Company Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cole Real Estate Investments, Inc.), Agreement and Plan of Merger (American Realty Capital Properties, Inc.)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centene Corp), Agreement and Plan of Merger (Magellan Health Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Baudax Bio, Inc.), Agreement and Plan of Merger (Idera Pharmaceuticals, Inc.)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (WHITEWAVE FOODS Co)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ventas Inc), Agreement and Plan of Merger (American Realty Capital Healthcare Trust Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neon Systems Inc), Agreement and Plan of Merger (Progress Software Corp /Ma)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DST Systems Inc), Agreement and Plan of Merger (SS&C Technologies Holdings Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Domtar CORP), Agreement and Plan of Merger (Resolute Forest Products Inc.)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diversified Healthcare Trust), Agreement and Plan of Merger (Office Properties Income Trust)
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 to be exempt under Rule 16b-3 promulgated under the Exchange Act 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 director or officer of Company 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 ActCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tower Group, Inc.), Agreement and Plan of Merger (Tower Group, Inc.)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WillScot Mobile Mini Holdings Corp.), Agreement and Plan of Merger (McGrath Rentcorp)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Momentive Global Inc.), Agreement and Plan of Merger (Momentive Global Inc.)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Middleby Corp), Agreement and Plan of Merger (Turbochef Technologies Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intac International Inc), Agreement and Plan of Merger (Intac International Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kintara Therapeutics, Inc.), Agreement and Plan of Merger (Kintara Therapeutics, Inc.)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amazon Com Inc), Agreement and Plan of Merger (Audible Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bruker Axs Inc), Agreement and Plan of Merger (Bruker Daltonics Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ensco PLC), Agreement and Plan of Merger (Atwood Oceanics Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TriVascular Technologies, Inc.), Agreement and Plan of Merger (Endologix Inc /De/)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biomimetic Therapeutics, Inc.), Agreement and Plan of Merger (Wright Medical Group Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Catabasis Pharmaceuticals Inc), Agreement and Plan of Merger (Novus Therapeutics, Inc.)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Land Lease Inc), Agreement and Plan of Merger (GCP Sunshine Acquisition, Inc. A Delaware Corp)
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.
Appears in 2 contracts
Samples: Management and Advisory Agreement (Gannett Co., Inc.), Management and Advisory Agreement (New Media Investment Group Inc.)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Oclaro, Inc.)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Synageva Biopharma Corp), Agreement and Plan of Reorganization (Alexion Pharmaceuticals Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Urs Corp /New/), Agreement and Plan of Merger (Washington Group International Inc)
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 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 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.
Appears in 2 contracts
Samples: Support and Tender Agreement (Bed Bath & Beyond Inc), Agreement and Plan of Merger (Cost Plus Inc/Ca/)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Collateral Therapeutics Inc), Agreement and Plan of Merger (Collateral Therapeutics Inc)
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 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 by Article II or III 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sphere 3D Corp), Agreement and Plan of Merger (Overland Storage Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zimmer Holdings Inc), Agreement and Plan of Merger (LVB Acquisition, Inc.)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wave Wireless Corp), Agreement and Plan of Merger (Waverider Communications Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Independent Bank Corp), Agreement and Plan of Merger (Falmouth Bancorp Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Littelfuse Inc /De), Agreement and Plan of Merger (Ixys Corp /De/)
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.
Appears in 2 contracts
Samples: Arrangement Agreement (Catamaran Corp), Arrangement Agreement (Unitedhealth Group Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stratex Oil & Gas Holdings, Inc.), Agreement and Plan of Merger (RICHFIELD OIL & GAS Co)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ARBINET Corp), Agreement and Plan of Merger (Primus Telecommunications Group Inc)
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Orgenesis Inc.)
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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Nile Therapeutics, Inc.)
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.of
Appears in 1 contract
Samples: Agreement and Plan of Merger (Willbros Group, Inc.\NEW\)
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Reneo Pharmaceuticals, Inc.)
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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sirius Xm Holdings Inc.)
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.
Appears in 1 contract
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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Zulily, Inc.)
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ribbon Communications Inc.)
Section 16 Matters. Prior to the Effective Time, each of the Company Company, Parent and Parent Purchaser 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, Stock) in each case, derivative securities) resulting from connection with the transactions contemplated hereby Merger by each individual who is shall be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.)
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.
Appears in 1 contract
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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Berliner Communications Inc)
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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Shareholder Agreement (American Financial Holdings Inc)
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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (A.C. Moore Arts & Crafts, Inc.)
Section 16 Matters. Prior to the 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.
Appears in 1 contract
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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Roan Resources, Inc.)
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.)
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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Onesource Information Services Inc)
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Leap Therapeutics, Inc.)
