Common use of Section 16 Matters Clause in Contracts

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: Agreement and Plan of Merger (GRIID Infrastructure Inc.), Agreement and Plan of Merger (GRIID Infrastructure Inc.), Agreement and Plan of Merger (Cleanspark, Inc.)

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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: Agreement and Plan of Merger (AG Mortgage Investment Trust, Inc.), Agreement and Plan of Merger (Western Asset Mortgage Capital Corp), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Ceradyne Inc), Agreement and Plan of Merger (Cogent, Inc.), Agreement and Plan of Merger (Rubios Restaurants Inc)

Section 16 Matters. Prior to the Effective Time, Parentthe Company, Parent and Merger Sub and the Company each shall take all such steps as may be reasonably required to cause any dispositions of equity securities shares of the Company Capital Stock (including derivative securities) or acquisitions of equity securities of Parent (including derivative securities) in connection with this Agreement resulting from the Transactions, by each individual who is will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, or will become subject Company immediately prior to such reporting requirements with respect to Parentthe Effective Time, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Ares Management LLC), Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Cincinnati Bell 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: Agreement and Plan of Merger (Earthstone Energy Inc), Agreement and Plan of Merger (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 2.8 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: Agreement and Plan of Merger (Lasercard Corp), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (KI NutriCare, Inc.)

Section 16 Matters. Prior to the Effective Time, Parenteach of the Company, Parent and Merger Sub and the Company shall take all such steps as may be required to cause any dispositions of equity securities of the Company Common Stock (including derivative securitiessecurities with respect to Company Common Stock) or acquisitions of equity securities of Parent (including derivative securities) in connection with this Agreement directly resulting from the 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, or will become subject Company immediately prior to such reporting requirements with respect to Parent, the Effective Time to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Mikros Systems Corp), Agreement and Plan of Merger (Esterline Technologies Corp), Agreement and Plan of Merger (Schulman a 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: Agreement and Plan of Merger (Q Power LLC), Agreement and Plan of Merger (Stronghold Digital Mining, Inc.), Agreement and Plan of Merger (Bitfarms LTD)

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: Agreement and Plan of Merger (Chesapeake Energy Corp), Agreement and Plan of Merger (Vine Energy Inc.), Agreement and Plan of Merger (Chesapeake Energy Corp)

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: Agreement and Plan of Merger (Baytex Energy Corp.), Agreement and Plan of Merger (Ranger Oil Corp), Agreement and Plan of Merger (Ranger Oil 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: Agreement and Plan of Merger (Sauer Danfoss Inc), Agreement and Plan of Merger (Martek Biosciences Corp), Agreement and Plan of Merger (Gvi Security Solutions 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 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: Agreement and Plan of Merger (Extraction Oil & Gas, Inc.), Agreement and Plan of Merger (Bonanza Creek Energy, Inc.)

Section 16 Matters. Prior to the Effective TimeDate of the Merger, Parent, Merger Sub Subsidiary and the Company shall take all such steps as may be required to cause any dispositions of equity securities capital stock of Parent and the Company (including derivative securities) or acquisitions of equity securities of Parent Common Stock (including derivative securities) in connection with resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange ‘34 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 under the Exchange ‘34 Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Crested Corp), Agreement and Plan of Merger (Us 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 Company Common Stock, Company Stock Options, restricted stock units or phantom stock resulting from the Company (including derivative securities) Merger or acquisitions of equity securities of Parent (including derivative securities) in connection with the other transactions contemplated by this Agreement by each individual who is will be immediately prior to the Effective Time 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 ActAct in accordance with the interpretative guidance of the SEC.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (United States Steel Corp), Agreement and Plan of Merger (Lone Star Technologies 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: Agreement and Plan of Merger (Eclipse Resources Corp), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Hawk Corp), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Midstates Petroleum Company, Inc.), Agreement and Plan of Merger (Amplify Energy Corp)

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: Agreement and Plan of Merger (Cimarex Energy Co), Agreement and Plan of Merger (Resolute Energy Corp)

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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: Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Patterson Uti Energy 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, 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: Agreement and Plan of Merger (CONSOL Energy Inc.), Agreement and Plan of Merger (Arch Resources, 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: Agreement and Plan of Merger and Reorganization (IAA, Inc.), Agreement and Plan of Merger and Reorganization (Ritchie Bros Auctioneers Inc)

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

Samples: Agreement and Plan of Merger (Seracare Life Sciences 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 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

Samples: Agreement and Plan of Merger (SGX Pharmaceuticals, 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 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

Samples: Voting Agreement (Iomai 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: Agreement and Plan of Merger (Energen Corp)

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

Samples: Agreement and Plan of Merger (Southwestern Energy Co)

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

Samples: Agreement and Plan of Merger (Young Innovations 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 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: Agreement and Plan of Merger (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 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

Samples: Agreement and Plan of Merger (Diamondback Energy, Inc.)

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