Common use of Section 16(b) Clause in Contracts

Section 16(b). The Board of Directors of each of the Company and Parent (or, in each case, a duly authorized committee thereof) shall, prior to the First Effective Time, take all such actions as may be necessary or appropriate to cause the Transactions and any other dispositions of equity securities of the Company (including derivative securities) or acquisitions of Parent Common Stock (including derivative securities) in connection with the Transactions by each individual who is currently, or who will be immediately prior to the First Effective Time, a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 4 contracts

Samples: Merger Agreement (Twenty-First Century Fox, Inc.), Merger Agreement (Walt Disney Co/), Merger Agreement (Walt Disney Co/)

AutoNDA by SimpleDocs

Section 16(b). The Board board of Directors directors of each of the Company and Parent (or, in each case, a duly authorized committee thereof) shall, prior to the First Effective Time, take all such actions within its control as may be necessary or appropriate to cause the Transactions transactions contemplated by this Agreement and any other dispositions of equity securities of the Company (including derivative securities) or and acquisitions of equity securities of Parent Common Stock (including derivative securities) in connection with the Transactions transactions contemplated by this Agreement by each individual who is currently, or who will be immediately prior to the First Effective Time, a director or executive officer of the Company or is or may become a director or executive officer of Parent in connection with the transactions contemplated hereby to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 4 contracts

Samples: Merger Agreement (Metacrine, Inc.), Merger Agreement (Twilio Inc), Merger Agreement (SendGrid, Inc.)

Section 16(b). The Board board of Directors directors of each of the Company and Parent (or, in each case, a duly authorized committee thereof) shall, prior to the First Effective Time, take all such actions as may be necessary or appropriate to cause the Transactions transactions contemplated by this Agreement and any other dispositions of equity securities of the Company (including derivative securities) or and acquisitions of equity securities of Parent Common Stock (including derivative securities) in connection with the Transactions transactions contemplated by this Agreement by each individual who is currently, or who will be immediately prior to the First Effective Time, a director or executive officer of the Company or is or may become a director or executive officer of Parent in connection with the transactions contemplated hereby to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 4 contracts

Samples: Voting Agreement (Newhouse Broadcasting Corp), Merger Agreement (Discovery Communications, Inc.), Voting Agreement (Discovery Communications, Inc.)

Section 16(b). The Board board of Directors directors of each of the Company and Parent (or, in each case, a duly authorized committee thereof) shall, prior to the First Effective Time, take all such actions within its control as may be necessary or appropriate to cause the Contemplated Transactions and any other dispositions of equity securities of the Company (including derivative securities) or and acquisitions of equity securities of Parent Common Stock (including derivative securities) in connection with the Contemplated Transactions by each individual who is currently, or who will be immediately prior to the First Effective Time, a director or executive officer of the Company or is or may become a director or executive officer of Parent in connection with the Contemplated Transactions to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 1 contract

Samples: Merger Agreement (Ayala Pharmaceuticals, Inc.)

AutoNDA by SimpleDocs

Section 16(b). The Company Board of Directors of each of and the Company and Parent Board (or, in each case, a duly authorized committee thereof) shall, prior to the First Effective Time, take all such actions within its control as may be necessary or appropriate to cause the Contemplated Transactions and any other dispositions of equity securities of the Company (including derivative securities) or and acquisitions of equity securities of Parent Common Stock (including derivative securities) in connection with the Contemplated Transactions by each individual who is currently, or who will be immediately prior to the First Effective Time, a director or executive officer of the Company or is or may become a director or executive officer of Parent in connection with the Contemplated Transactions to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 1 contract

Samples: Merger Agreement (SomaLogic, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!