Section 16(b) of the Exchange Act. This Agreement is intended to comply in all respects with Section 16(b) of the Exchange Act. Notwithstanding anything contained in this Agreement to the contrary, if the consummation of any transaction under this Agreement, or the taking of any action by the Committee in connection with a change in control of the Company, would result in the possible imposition of liability on the Optionee pursuant to Section 16(b) of the Exchange Act, the Committee shall have the right, in its sole discretion, but shall not be obligated, to defer such transaction or the effectiveness of such action to the extent necessary to avoid such liability, but in no event for a period longer than 180 days.
Section 16(b) of the Exchange Act. By approving the adoption of this Agreement, the respective Board of Directors of each of JDSU, Viavi and Holdings intend to exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, by reason of the application of Rule 16b-3 thereunder, all acquisitions and dispositions of equity securities by directors and officers of each of JDSU, Viavi and Holdings contemplated by this Agreement, and the respective Boards of Directors of JDSU, Viavi and Holdings also intend expressly to approve, in respect of any equity-based award, the use of any method for the payment of an exercise price and the satisfaction of any applicable tax withholding (specifically including the actual or constructive tendering of shares in payment of an exercise price and the withholding of shares from delivery pursuant to any equity-based award in satisfaction of applicable tax withholding requirements) to the extent such method is permitted under the applicable JDSU Equity Plan, Viavi Equity Plan or Holdings Equity Plan and any award agreement.
Section 16(b) of the Exchange Act. Code Sections 162(m)
Section 16(b) of the Exchange Act. By approving the adoption of this Agreement, the respective Boards of Directors of each of Xxxxxxx International and Xxxxxxx Electronics intend to exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, by reason of the application of Rule 16b-3 thereunder, all acquisitions and dispositions of equity awards by directors and officers of each of Xxxxxxx International and Xxxxxxx Electronics.
Section 16(b) of the Exchange Act. By approving the adoption of this Agreement, the respective Boards of Directors of each of IR and Allegion intend to exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, by reason of the application of Rule 16b-3 thereunder, all acquisitions and dispositions of equity incentive awards by directors and officers of each of IR and Allegion, and the respective Boards of Directors of IR and Allegion also intend expressly to approve, in respect of any equity-based award, the use of any method for the payment of an exercise price and the satisfaction of any applicable Tax withholding (specifically including the actual or constructive tendering of shares in payment of an exercise price and the withholding of option shares from delivery in satisfaction of applicable Tax withholding requirements) to the extent such method is permitted under the applicable IR Equity Plan, Allegion Equity Plan and any award agreement.
Section 16(b) of the Exchange Act. Prior to the Series A Repurchase Closing, the Company shall have taken all such actions as are required to cause the exemption of every direct and indirect acquisition and disposition by the Investors of any “equity security of the Company” (as defined in Rule 16a-1(d) under the Exchange Act, treating the Company as the “issuer” referred to therein) that shall occur pursuant to this Agreement (including, without limitation, any disposition of Series A Preferred Stock in either the Series A Repurchase or the Negotiated Conversion and any acquisition of Common Stock in either the Negotiated Conversion or the Series A Accrued Dividend Payment) from Section 16(b) of the Exchange Act, to the fullest extent available under, respectively, Rule 16b-3(d)(1) and Rule 16b-3(e) in respect of the Investors as a director of the Company for the purposes of Section 16 of the Exchange Act. Prior to the Series A Repurchase Closing, the Company also shall have delivered to the Investors reasonable written evidence of the Company Board’s proper approval of the Investors’ transactions in equity securities of the Company contemplated by this Agreement for the purpose of granting such exemption from Section 16(b) as is described in the immediately preceding sentence, which Company Board approval shall reasonably demonstrate the Company Board’s awareness of such facts and circumstances as may cause the Investors to be treated as a director of the Company for the purposes of Section 16 of the Exchange Act.
Section 16(b) of the Exchange Act. By approving the adoption of this Agreement, the respective Boards of Directors of each of SPX and Flowco intend to exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, by reason of the application of Rule 16b-3 thereunder, all acquisitions and dispositions of equity incentive awards by directors and officers of each of SPX and Flowco, and the respective Boards of Directors of SPX and Flowco also intend expressly to approve, in respect of any equity-based award, the use of any method for the payment of an exercise price and the satisfaction of any applicable Tax withholding (specifically including the actual or constructive tendering of shares in payment of an exercise price and the withholding of option shares from delivery in satisfaction of applicable Tax withholding requirements) to the extent such method is permitted under the SPX Equity Plan, Flow Equity Plan and award agreement, as applicable.
Section 16(b) of the Exchange Act. By approving the adoption of this Agreement, each of the Board and the Board of Directors of CPLG (the “CPLG Board”) intend to exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, by reason of the application of Rule 16b-3 thereunder, all acquisitions and dispositions of equity incentive awards by directors and officers of each of LQ and CPLG, and each of the Board and the CPLG Board also intend expressly to approve, in respect of any equity-based award, the use of any method for the satisfaction of any applicable Tax withholding to the extent such method is permitted under the applicable LQ Equity Plan, CPLG Equity Plan and any award agreement.
Section 16(b) of the Exchange Act. The Company shall take all steps reasonably necessary to cause the transactions contemplated by this Agreement and any other dispositions of equity securities of the Company (including derivative securities) in connection with the transactions contemplated by this Agreement by each individual who is a director or executive officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Section 16(b) of the Exchange Act. By approving the adoption of this Agreement, the respective Boards of Directors of each of New Hertz Holdings and HERC Holdings intend to exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, by reason of the application of Rule 16b-3 thereunder, all acquisitions and dispositions of equity incentive awards by directors and officers of each of New Hertz Holdings and HERC Holdings, and the respective Boards of Directors of New Hertz Holdings and HERC Holdings also intend expressly to approve, in respect of any equity-based award, the use of any method for the payment of an exercise price and the satisfaction of any applicable Tax withholding (specifically including the actual or constructive tendering of shares in payment of an exercise price and the withholding of option shares from delivery in satisfaction of applicable Tax withholding requirements) to the extent such method is permitted under the Old Hertz Holdings Equity Plans, New Hertz Holdings Spinoff Equity Plan and any award agreements, as applicable.
