Common use of Section 16(b) Clause in Contracts

Section 16(b). The Board of Directors of each of Company and Parent shall, prior to the Effective Time, take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) and Rule 16b-3(e) under the Exchange Act to exempt from Section 16 of the Exchange Act (i) the disposition of shares of Company Common Stock and "derivative securities" (as defined in Rule 16a-1(c) under the Exchange Act) with respect to shares of Company Common Stock and (ii) the acquisition of Parent Common Stock and derivative securities with respect to Parent Common Stock pursuant to the terms of this Agreement by officers and directors of Company subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees or directors of Company who may become an officer or director of Parent subject to the reporting requirements of Section 16(a) of the Exchange Act.

Section 16(b). The Board Boards of Directors Directors, or a committee thereof consisting of each non-employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), of the Company and Parent shallwill, prior to the Effective Time, take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) and Rule 16b-3(e) under the Exchange Act to exempt from Section 16 of the Exchange Act (i) the disposition of shares of Company Common Stock and "“derivative securities" ” (as defined in Rule 16a-1(c) under the Exchange Act) with respect to shares of Company Common Stock and (ii) the acquisition of Parent Common Stock and derivative securities with respect to Parent Common Stock Stock, in each case, pursuant to the terms of this Agreement by officers and directors of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees or directors of the Company who may become an officer officers or director directors of Parent subject to the reporting requirements of Section 16(a) of the Exchange Act.

Section 16(b). The Board of Directors of each of the Company and Parent shall, prior to the Effective Time, take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) and Rule 16b-3(e) under the Exchange Act to exempt from Section 16 of the Exchange Act (i) the disposition of shares of Company Common Stock Shares and "“derivative securities" ” (as defined in Rule 16a-1(c) under the Exchange Act) with respect to shares of Company Common Stock Shares and (ii) the acquisition of Parent Common Stock and derivative securities with respect to Parent Common Stock pursuant to the terms of this Agreement by officers and directors of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees or directors of the Company who may become an officer or director of Parent subject to the reporting requirements of Section 16(a) of the Exchange Act.

Section 16(b). The Board Boards of Directors of each of the Company and Parent shallwill, prior to the Effective Time, take all such actions as may be necessary or appropriate pursuant to Rule 16b-3(d) and Rule 16b-3(e) under the Exchange Act to exempt from Section 16 of the Exchange Act (i) the disposition of shares of Company Common Stock Shares and "“derivative securities" ” (as defined in Rule 16a-1(c) under the Exchange Act) with respect to shares of Company Common Stock Shares and (ii) the acquisition of Parent Common Stock and derivative securities with respect to Parent Common Stock Stock, in each case, pursuant to the terms of this Agreement by officers and directors of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act or by employees or directors of the Company who may become an officer officers or director directors of Parent subject to the reporting requirements of Section 16(a) of the Exchange Act.