Common use of Compensation Arrangements Clause in Contracts

Compensation Arrangements. Prior to the Acceptance Time, the compensation committee of the Company Board (the “Compensation Committee”) will cause each Company Benefit Plan and Company employment agreement pursuant to which consideration is payable to any officer, director or employee who is a holder of any security of the Company to be approved by the Compensation Committee (comprised solely of “independent directors”) in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) of the Exchange Act.

Appears in 9 contracts

Samples: Agreement and Plan of Merger (Franklin UK Bidco LTD), Agreement and Plan of Merger (Spark Therapeutics, Inc.), Agreement and Plan of Merger (Amplify Snack Brands, INC)

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Compensation Arrangements. Prior to the Acceptance Time, the compensation committee of the Company Board (the “Compensation Committee”) will cause each Company Benefit Plan and Company employment agreement pursuant to which consideration is payable to any officer, director or employee who is a holder of any security of the Company to be approved by the Compensation Committee (comprised solely of “independent directors”) in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto as an “employment compensation, severance severance, or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) of the Exchange Act.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.)

Compensation Arrangements. Prior to the Offer Acceptance Time, the compensation committee Compensation Committee of the Company Board (the “Compensation Committee”) will shall cause each Company Benefit Employee Plan and Company employment agreement pursuant to which consideration is payable to any officer, director or employee who is a holder of any security of the Company to be approved by the Compensation Committee (comprised solely of “independent directors”) in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) of the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Encana Corp), Agreement and Plan of Merger (Athlon Energy Inc.)

Compensation Arrangements. Prior to the Offer Acceptance Time, the compensation committee Compensation Committee of the Board of Directors of the Company Board (the “Compensation Committee”) will cause each Company Benefit Employee Plan and Company employment agreement Employment Agreement pursuant to which consideration is payable to any officer, director or employee who is a holder of any security of the Company to be approved by the Compensation Committee (comprised solely of “independent directors”) in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) of the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Onyx Pharmaceuticals Inc), Agreement and Plan of Merger (Amgen Inc)

Compensation Arrangements. Prior to the Acceptance Time, the compensation committee of the Company Board (the “Compensation Committee”) will cause each Company Benefit Plan and Company employment agreement pursuant to which consideration is payable to any officer, director or employee who is a holder of any security of the Company to be approved by the Compensation Committee (comprised solely of “independent directors”) in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) of the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rosetta Stone Inc), Agreement and Plan of Merger (Xenoport Inc)

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Compensation Arrangements. Prior to the Offer Acceptance Time, the compensation committee Compensation Committee of the Company Board of Directors (the “Compensation Committee”) will shall cause each Company Benefit Employee Plan and Company employment agreement pursuant to which consideration is payable to any officer, director or employee who is a holder of any security of the Company to be approved by the Compensation Committee (comprised solely of “independent directors”) in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) of the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Priceline Group Inc.)

Compensation Arrangements. Prior to the Acceptance Time, the compensation committee of the Company Board (the “Compensation Committee”) will shall cause each Company Benefit Plan and Company employment agreement pursuant to which consideration is payable to any officer, director or employee who is a holder of any security of the Company to be approved by the Compensation Committee (comprised solely of “independent directors”) in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) of the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hill International, Inc.)

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