Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be required to cause any dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with 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 under the Exchange Act.
Appears in 22 contracts
Samples: Merger Agreement (GRIID Infrastructure Inc.), Merger Agreement (GRIID Infrastructure Inc.), Merger Agreement (Cleanspark, Inc.)
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be required reasonably necessary or advisable to cause any dispositions of equity securities of the Company (including derivative securities) or and acquisitions of equity securities of Parent (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Company 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 under the Exchange Act.
Appears in 13 contracts
Samples: Merger Agreement (Western Asset Mortgage Capital Corp), Merger Agreement (AG Mortgage Investment Trust, Inc.), Merger Agreement (Terra Property Trust, Inc.)
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be required to cause the transactions contemplated by Section 2.4 and any other dispositions of equity securities of the Company (including derivative securities) or acquisitions of Parent equity securities of Parent (including derivative securities) in connection with 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, Company to be exempt under Rule 16b-3 under the Exchange Act.
Appears in 8 contracts
Samples: Merger Agreement (Ceradyne Inc), Merger Agreement (Cogent, Inc.), Merger Agreement (Rubios Restaurants Inc)
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be required to cause the transactions contemplated by Section 2.8 and any other dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with 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, Company to be exempt under Rule 16b-3 under the Exchange ActAct in accordance with that certain No-Action Letter dated January 12, 1999 issued by the SEC regarding such matters.
Appears in 4 contracts
Samples: Merger Agreement (Lasercard Corp), Merger Agreement (Millennium Pharmaceuticals Inc), Merger Agreement (Millennium Pharmaceuticals Inc)
Section 16 Matters. Prior to the Initial Company Merger Effective Time, Parent, Merger Sub Parent and the Company shall take all such steps as may be required to cause any dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with 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 under the Exchange Act.
Appears in 4 contracts
Samples: Merger Agreement (Earthstone Energy Inc), Merger Agreement (Earthstone Energy Inc), Agreement and Plan of Merger (Permian Resources Corp)
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be required to cause the transactions contemplated by Section 2.4 and any other dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with 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, Company to be exempt under Rule 16b-3 under the Exchange Act.
Appears in 3 contracts
Samples: Merger Agreement (Sauer Danfoss Inc), Merger Agreement (Martek Biosciences Corp), Merger Agreement (Gvi Security Solutions Inc)
Section 16 Matters. Prior to the Effective Time, Parent, BMS, Merger Sub and the Company shall take all such steps as may be required to cause any dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with 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 under the Exchange Act.
Appears in 3 contracts
Samples: Merger Agreement (Q Power LLC), Merger Agreement (Stronghold Digital Mining, Inc.), Merger Agreement (Bitfarms LTD)
Section 16 Matters. Prior to the Company Merger Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be required to cause any dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with 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 under the Exchange Act.
Appears in 3 contracts
Samples: Merger Agreement (Baytex Energy Corp.), Merger Agreement (Ranger Oil Corp), Merger Agreement (Ranger Oil Corp)
Section 16 Matters. Prior to the Effective Time, Parent, the Merger Sub Subs and the Company shall take all such steps as may be required to cause any dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with 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 under the Exchange Act.
Appears in 3 contracts
Samples: Merger Agreement (Chesapeake Energy Corp), Merger Agreement (Chesapeake Energy Corp), Merger Agreement (Vine Energy Inc.)
Section 16 Matters. Prior to the First Merger Effective Time, Parent, Merger Sub Parent and the Company shall take all such steps as may be required to cause any dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with 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 under the Exchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Ritchie Bros Auctioneers Inc), Merger Agreement (IAA, Inc.)
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be required to cause the transactions contemplated by Section 2.9 and any other dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with 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, Company to be exempt under Rule 16b-3 under the Exchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Hawk Corp), Merger Agreement (Carlisle Companies Inc)
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be required to cause any dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with this Agreement by each individual who is or will become 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 under the Exchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Eclipse Resources Corp), Voting Agreement (Eclipse Resources Corp)
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be required to cause any dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with 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, including any entity Affiliated with such individual for which such individual serves as such entity’s deputy, or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 under the Exchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Extraction Oil & Gas, Inc.), Merger Agreement (Bonanza Creek Energy, Inc.)
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub 1 and Merger Sub 2 and the Company shall take all such steps as may be required to cause any dispositions or acquisitions of equity securities of the Company (including derivative securities) or acquisitions or dispositions of equity securities of Parent (including derivative securities) in connection with 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, or any officer or director who will become subject to such reporting requirements with respect to Parent, to be exempt under pursuant to Rule 16b-3 under the Exchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Cimarex Energy Co), Merger Agreement (Resolute Energy Corp)
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be required to cause any dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with 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 may become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 under the Exchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Midstates Petroleum Company, Inc.), Merger Agreement (Amplify Energy Corp)
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be required reasonably necessary, proper or advisable to cause any dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with 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 under the Exchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Arch Resources, Inc.), Merger Agreement (CONSOL Energy Inc.)
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub Subs and the Company shall take all such steps as may be required reasonably necessary or advisable to cause any dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with 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, or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 under the Exchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Patterson Uti Energy Inc), Merger Agreement (Patterson Uti Energy Inc)
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub, LLC Sub and the Company shall take all such steps as may be reasonably required to cause any dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with 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 under the Exchange Act, to the extent permitted by applicable Laws.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be required (to the extent permitted by applicable Law) or appropriate to cause any dispositions of equity securities Equity Securities of the Company (including derivative securities) or acquisitions of equity securities Equity Securities of Parent (including derivative securities) in connection with 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 under the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be required to cause the transactions contemplated by Section 2.4 and any other dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with this Agreement the Merger by each individual who is an officer or director of the Company and 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, Company to be exempt under Rule 16b-3 under the Exchange Act.
Appears in 1 contract
Samples: Merger Agreement (Kensey Nash Corp)
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be required to cause any dispositions or acquisitions of equity securities of the Company (including derivative securities) or acquisitions or dispositions of equity securities of Parent (including derivative securities) in connection with 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, or any officer or director who will become subject to such reporting requirements with respect to Parent, to be exempt under pursuant to Rule 16b-3 under the Exchange Act.
Appears in 1 contract
Samples: Merger Agreement (Energen Corp)
Section 16 Matters. Prior to the Effective Time, Time Parent, Merger Sub and the Company shall take all such steps as may be required to cause the transactions contemplated by Section 2.4 and any other dispositions of equity securities of the Company (including derivative securities) or acquisitions of Parent equity securities of Parent (including derivative securities) in connection with 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, Company to be exempt under Rule 16b-3 under the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be required to cause the transactions contemplated by Section 3.4 and any other dispositions of equity securities of the Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with 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, Company to be exempt under Rule 16b-3 under the Exchange ActAct in accordance with that certain No-Action Letter dated January 12, 1999 issued by the SEC regarding such matters.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall each take all such commercially reasonable steps as may be required necessary or appropriate to cause any dispositions disposition of equity Company Shares or conversion of any derivative securities in respect of the such Company (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) Shares in connection with the consummation of the transactions contemplated by this Agreement 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 the Company, or will become subject to such reporting requirements with respect to Parent, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract