Common use of Section 16 Matters Clause in Contracts

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized committee of non-employee directors thereof, will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares pursuant to this Agreement and the Merger will be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares (including Company Restricted Shares), Company RSUs or Company Options pursuant to this Agreement Agreement, and the Merger will be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement Agreement, and the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Company Options pursuant to this Agreement and or Common Shares pursuant to the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Shares and Company Equity Awards pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Share Acceptance Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereofdirectors, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of equity securities of the Company pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares (including Company RSAs), Company RSUs or Company Options pursuant to this Agreement and the Merger will be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares Company Common Stock or Company Stock Award pursuant to this Agreement and in connection with the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares or other Equity Interests in the Company (including Company Options, Restricted Stock and RSUs) pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereofof the Company, will shall, if necessary, adopt a resolution consistent with the SEC’s interpretive guidance of the SEC so that to approve the disposition by any executive officer or director of the Company who is a “covered Person person” of the Company for the purposes of Section 16 of the Exchange Act of securities of the Company (“Section 16”including derivative securities with respect to securities of the Company) resulting from the Transactions for the purposes of Shares pursuant to this Agreement and qualifying the Merger will be disposition as an exempt transaction for purposes of under Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereofdirectors, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement Agreement, the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, The Board or a duly authorized committee of non-employee directors thereof, will thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act) shall adopt a resolution consistent with the interpretive guidance in advance of the SEC so Effective Time providing that the disposition by any officer or director the officers and directors of the Company who is a covered Person of Company Common Stock, Company Options or other equity securities of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares pursuant to the Merger or the other transactions contemplated by this Agreement and the Merger will is intended to be an exempt transaction for purposes of Section 16 of the Exchange Act.exempt

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares Shares, Options or Warrants pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Boardboard of directors of the Company, or a duly authorized an appropriate committee of non-employee directors thereofdirectors, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of Company Common Shares, Company Stock Options, Company Performance Restricted Share Units and Company Restricted Share Units pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares or Company Stock Options pursuant to this Agreement Agreement, and the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereofdirectors, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of shares of Company Common Stock and Company Stock Options pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company Company, who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (together with the rules and regulations promulgated thereunder, “Section 16”) ), of Shares or Company Stock Options pursuant to this the Offer, this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares or Company Accelerated Equity Awards pursuant to this Agreement and the Merger will be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Shares, Company RSUs or Company Options pursuant to this Agreement Agreement, the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Merger Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Company Common Shares or Company Stock Options (or Company Common Shares acquired upon the vesting of any Company Stock Options) pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares (including the disposition of shares of Company Restricted Stock), Company Options and Shares acquired upon the vesting of any Company RSUs, pursuant to this Agreement Agreement, and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized committee of non-employee directors thereof, will Board shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares shares of Company Common Stock or Company Options pursuant to this Agreement Agreement, the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares or other Equity Interests in the Company (including Company Options, Restricted Stock and Other Equity-Based Awards) pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Board of Directors of the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares shares of Company Common Stock or Company Stock Options pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, Time the Board of Directors of the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares shares of Company Common Stock, Company Options or Company RSUs pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement Agreement, and the Merger will Merger, shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder (“Section 16”) of Shares or Company Stock Options pursuant to this Agreement Agreement, and the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC and take such other steps as may be reasonably necessary so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement Agreement, and the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares Common Stock or other securities under the Company Equity Plans pursuant to this Agreement and in connection with the Merger will Contemplated Transactions shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereofof the Company, will shall, if necessary, adopt a resolution consistent with the SEC’s interpretive guidance of the SEC so that to approve the disposition by any officer or director of the Company who is a “covered Person person” of the Company for the purposes of Section 16 of the Exchange Act of securities of the Company (“Section 16”including derivative securities with respect to securities of the Company) resulting from the Transactions for the purposes of Shares pursuant to this Agreement and qualifying the Merger will be disposition as an exempt transaction for purposes of under Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act Act, and the rules and regulations thereunder (“Section 16”) ), of Company Shares and Company Equity Awards pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective TimeExpiration Date, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares Common Stock, Stock Options or Restricted Stock pursuant to this Agreement and in connection with the Merger will Transactions shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Shares, Company Options or Company RSUs pursuant to this Agreement and Agreement, including the Merger will Merger, shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares shares of Company Common Stock or Company Options pursuant to this Agreement Agreement, and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company Company, who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) , of Shares or Company Stock Options pursuant to this the Offer, this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares Shares, Company RSUs or Company Options pursuant to this Agreement and the Merger will be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement Agreement, and the Merger will Offer and the Merger, shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of any equity securities of the Company (including Derivative Securities) pursuant to this Agreement by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, each of Parent and the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares or other equity interest in the Company (including derivative securities) pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Company Shares or Company Stock Options (or Company Shares acquired upon the vesting of any Company Stock Options, Company RSUs or Company PSUs) pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Actand all rules and regulations promulgated thereunder.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares Company Common Stock or Company Restricted Stock pursuant to this Agreement and in connection with the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares or Options pursuant to this Agreement Agreement, and the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall duly adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) and the rules and regulations thereunder of Shares Shares, Company Options, Company RSUs pursuant to this Agreement Agreement, and the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Acceptance Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereofdirectors, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of equity securities of the Company pursuant to this Agreement by any individual who is a covered Person of or will be subject to the Company for purposes reporting requirements of Section 16 16(a) of the Exchange Act (“Section 16”) of Shares pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of under Rule 16b-3 promulgated under the Exchange ActAct to the extent permitted by applicable Law.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) and the rules and regulations thereunder of Shares, Company Options and Shares acquired upon the vesting of any Company RSUs or Company PSUs, pursuant to this Agreement Agreement, and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange ActAct and the rules and regulations thereunder.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized committee of non-employee directors thereof, will Board shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of subject to Section 16 of the Exchange Act (“Section 16”) of Shares or Stock Options pursuant to this Agreement and or the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, Time the Board of Directors of the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares shares of Company Common Stock or Company Options pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares Common Stock, Stock Options or SARs pursuant to this Agreement and in connection with the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the The Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will adopt has adopted a resolution consistent with Rule 16b-3 under the Exchange Act and the interpretive guidance of the SEC so that the disposition or acquisition by any officer or director of the Company who is a covered Person of the shares of Company for purposes Common Stock or derivative securities with respect to Company Common Stock or rights in respect of Section 16 of the Exchange Act (“Section 16”) of Shares Company Common Stock, in each case pursuant to this Agreement and the Merger will Merger, shall be an exempt transaction for purposes of Section 16 of under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Shares, Company Options or Company RSUs pursuant to this Agreement Agreement, the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized committee of non-employee directors thereof, will Board shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of subject to Section 16 of the Exchange Act (“Section 16”) of Shares or Company Stock Options pursuant to this Agreement and or the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so to the effect that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Shares, Company Options or Company RSU Awards pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement and in the Offer or the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Boardboard of directors of the Company, or a duly authorized an appropriate committee of non-employee directors thereofdirectors, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of Common Stock and Options pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares or other Equity Interests in the Company (including Company Options, Restricted Shares, Restricted Stock Units and Other Equity-Based Awards) pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Common Shares pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement Agreement, and the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, Board or a duly authorized an appropriate committee of non-employee directors thereof, will adopt a resolution and take all other necessary action consistent with the interpretive interpretative guidance of the SEC so that the disposition of Shares, Company Stock Options, Company Restricted Shares or Company Stock-Based Awards pursuant to this Agreement and the Merger by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares pursuant to this Agreement and the Merger will be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares Common Stock or other securities under the Company Equity Plan pursuant to this Agreement and in connection with the Merger will Contemplated Transactions shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Share Acceptance Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereofdirectors, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of equity securities of the Company pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Company Common Shares or Company Stock Options (or Company Common Shares acquired upon the vesting of any Company Stock Options) pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereofdirectors, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to the transactions contemplated by this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereofdirectors, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of equity securities of the Company pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Company Common Stock, Company Options and Company Common Stock acquired upon the vesting of any Company RSUs or Company Performance RSUs, pursuant to this Agreement Agreement, and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder (“Section 16”) of Shares Shares, Company Stock Options, Company Warrants or Company Restricted Stock Units pursuant to this Agreement Agreement, and the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) and the rules and regulations thereunder of Shares Company Common Stock Company Options and Company Common Stock acquired upon the vesting of any Company RSUs or Company MSUs, pursuant to this Agreement Agreement, and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange ActAct and the rules and regulations thereunder.

Section 16 Matters. Prior to the Effective Time, the Company Board, Board or a duly authorized an appropriate committee of non-employee directors thereof, will adopt a resolution and take all other necessary action consistent with the interpretive interpretative guidance of the SEC so that the disposition of Shares, Company Stock Options or Company Restricted Shares pursuant to this Agreement and the Merger by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares pursuant to this Agreement and the Merger will be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement and in the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) and the rules and regulations thereunder of Shares, Company Options and Shares acquired upon the vesting of any Company RSUs, Company PSUs or Company MSUs pursuant to this Agreement Agreement, and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange ActAct and the rules and regulations thereunder.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Shares, Company Options or Company SARs pursuant to this Agreement Agreement, and the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, Board or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares shares of Company Common Stock or Company Options pursuant to this Agreement and the Offer or the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Shares, Company Options or Company Restricted Shares pursuant to this Agreement Agreement, the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Shares, Company Options or Company SARs pursuant to this Agreement Agreement, the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares Common Stock or other securities under the Company Equity Plans pursuant to this Agreement and in connection with the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company Options and Shares acquired upon the vesting of any Company RSUs or Company Performance RSUs, pursuant to this Agreement Agreement, and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares (including shares of Company Restricted Stock), Company Options, Company RSUs and Company Performance RSUs, pursuant to this Agreement Agreement, and the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder (“"Section 16”") of Shares or Company Stock Options pursuant to this Agreement Agreement, and the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Acceptance Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereofdirectors, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of equity securities of the Company pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares or other equity interest in the Company (including Company Restricted Stock and Restricted Stock Units) pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Boardboard of directors of the Company, or a duly authorized an appropriate committee of non-employee directors thereofdirectors, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of Company Stock (including derivatives thereof) pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange 1934 Act (“Section 16”) of Shares pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange 1934 Act.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares or Company Options pursuant to this Agreement Agreement, and the Merger will be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective TimeExpiration Date, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act (“Section 16”) of Shares Common Stock, Company Options, Stock Awards or other securities under the Company Equity Plans pursuant to this Agreement and in connection with the Merger will Contemplated Transactions shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Company Shares, Company Options or Company Restricted Share Awards pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereof, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Shares, Company Options or Company RSU Awards pursuant to this Agreement Agreement, the Offer and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.

Section 16 Matters. Prior to the Effective Time, the Company Board, or a duly authorized an appropriate committee of non-employee directors thereofof the Company Board, will shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of subject to Section 16 of the Exchange Act (“Section 16”) of Shares or other Equity Interests in the Company (including Company Options, Restricted Shares and Other Equity-Based Awards) pursuant to this Agreement and the Merger will shall be an exempt transaction for purposes of Section 16 of the Exchange Act16.