Rule 14d-10 Matters definition

Rule 14d-10 Matters. All amounts payable to Company Stockholders and the holders of other Company securities (“Covered Securityholders”) pursuant to the Company Plans (a) are being paid or granted as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and (b) are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The compensation committee of the Company Board (each member of which the Company Board determined is an “independent director” within the meaning of the applicable NASDAQ rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act) (i) at a meeting duly called and held at which all members of the compensation committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (A) each Company Stock Plan and (B) the treatment of the Company Equity Awards in accordance with the terms set forth herein, the applicable Company Stock Plans and any applicable Company Plans, which resolutions have not been rescinded, modified or withdrawn in any way, and (ii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d) under the Exchange Act with respect to the foregoing arrangements.
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Examples of Rule 14d-10 Matters in a sentence

  • All the outstanding shares of Capital Stock of each Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and (except for any directors' qualifying shares) are owned by Borrower free and clear of all Liens, other than, so long as the Indenture is in effect, Liens created by the Security Documents.

  • Section 7.1 Access to Information; Confidentiality 52 Section 7.2 Reasonable Best Efforts 53 Section 7.3 Notification of Certain Matters 55 Section 7.4 Director and Officer Indemnification, Exculpation and Insurance 56 Section 7.5 Public Announcements 57 Section 7.6 Merger Sub Compliance 58 Section 7.7 Section 16(b) 58 Section 7.8 Rule 14d-10 Matters 58 Section 7.9 Company Benefit Plan Matters 58 Section 7.10 Convertible Notes 61 Section 7.11 Call-Spread Warrants and Company Hedge Options.