EXEMPTION FROM LIABILITY UNDER. Section 16(b). Based on Seller’s representation in Section 4.5 below, the terms of the transactions contemplated by this Agreement were approved prior to the execution and delivery of this Agreement by Buyer’s board of directors in accordance with Rule 16b-3(e) under the Exchange Act for the purpose of exempting such transactions from Section 16(b) of the Exchange Act.
EXEMPTION FROM LIABILITY UNDER. SECTION 16(B). Parent and the Company shall take all such steps as may be required or reasonably requested to cause the transactions contemplated by this Agreement and any other dispositions of Company equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act and the rules and regulations promulgated thereunder, such steps to be taken in accordance with the No-Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, or as may otherwise be reasonably requested by the Company.
EXEMPTION FROM LIABILITY UNDER. Section 16(b). Assuming that Hawthorne delivers to Parent the Section 16 Information not less than five Business Days in advance of the Effective Time, the Board of Directors of Parent, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing that the receipt by the Hawthorne Insiders of Parent Common Stock in exchange for shares of Hawthorne Common Stock, and of options and warrants to purchase Parent Common Stock upon conversion of Hawthorne Options and Hawthorne Warrants, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information provided by Hawthorne to Parent prior to the Effective Time, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act such that any such receipt shall be so exempt.
EXEMPTION FROM LIABILITY UNDER. SECTION 16(B). Assuming that Golden West delivers to Wachovia the Section 16 Information in a timely and accurate manner before the Effective Time, the Wachovia Board, or a committee of "non-employee directors" thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), will reasonably promptly thereafter and in any event before the Effective Time adopt a resolution providing that the receipt by the Golden West Insiders of Wachovia Common Stock in exchange for shares of Golden West Common Stock, and of options to purchase shares of Wachovia Common Stock upon conversion of options to purchase shares of Golden West Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are approved by the Wachovia Board or by such committee thereof, and are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act, such that any such receipt will be so exempt.
EXEMPTION FROM LIABILITY UNDER. SECTION 16(b). Regions and Union Planters agree that, in order to most effectively compensate and retain Union Planters Insiders and Regions Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Union Planters Insiders and Regions Insiders not be subject to a risk of liability under Section 16(b) of the 1934 Act to the fullest extent permitted by applicable Law in connection with the conversion of shares of Union Planters Common Stock and Union Planters Stock Options or Regions Common Stock and Regions Stock Options into shares of Newco Common Stock in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 5.15.
EXEMPTION FROM LIABILITY UNDER. Section 16(b). Assuming that CB Bancshares delivers to Central Pacific the Section 16 Information in a timely and accurate manner before the Effective Time, the Central Pacific Board, or a committee of “non-employee directors” thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), will reasonably promptly thereafter and in any event before the Effective Time adopt a resolution providing that the receipt by the CB Bancshares Insiders who may become an officer or director of the Surviving Corporation of Central Pacific Common Stock in exchange for shares of CB Bancshares Common Stock, and of options to purchase shares of Central Pacific Common Stock upon conversion of options to purchase shares of CB Bancshares Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are approved by the Central Pacific Board or by such committee thereof, and are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act, such that any such receipt will be so exempt.
EXEMPTION FROM LIABILITY UNDER. SECTION 16(B). Prior to the Closing Date, the Board of Directors, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3 under the Exchange Act), shall adopt a resolution providing that the receipt by the Investors and by any individual who is serving as or who has served as the Warburg Group Director who has any beneficial ownership in any Investor, of Common Stock pursuant to this Agreement or the Stock Purchase Agreement, are approved by the Board of Directors or by such -18- committee thereof (for purposes of Rule 16b-3), and are intended to be exempt from liability pursuant to Section 16(b) of the Exchange Act (to the extent such Section 16(b) may be applicable), such that any such receipt shall be so exempt.
EXEMPTION FROM LIABILITY UNDER. SECTION 16(B). Prior to the Effective Time, Citizens and Republic shall each take all such steps as may be necessary or appropriate to cause any disposition of shares of Republic Common Stock or conversion of any derivative securities in respect of such shares of Republic Common Stock in connection with the consummation of the transactions contemplated by this Agreement to be exempt under Rule 16b-3 promulgated under the Exchange Act, including any such actions specified in the No-Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Meagher & Flom, LLP.
EXEMPTION FROM LIABILITY UNDER. SECTION 16(b). The Board of Directors of EarthLink, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act) shall adopt a resolution in advance of the Effective Time of the Merger providing that the receipt by the Company Insiders of EarthLink Common Stock or other equity securities of EarthLink pursuant to the Merger or the other transactions contemplated hereby and, to the extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act. "SECTION 16 INFORMATION" shall mean information accurate in all respects regarding the Company Insiders, the number of shares of EarthLink Common Stock or other EarthLink equity securities to be acquired by each such Company Insider in connection with the Merger and other transactions contemplated by this Agreement. "COMPANY INSIDERS" shall mean those officers and directors of the Company who will become subject to the reporting requirements of Section 16(a) of the Exchange Act as insiders of EarthLink in conjunction with this Merger.
EXEMPTION FROM LIABILITY UNDER. SECTION 16(B) Steel shall cause its Board of Directors and the Board of Directors of the Surviving Corporation to adopt prior to the Effective Time such resolutions as may be required to, and shall otherwise use reasonable efforts to, exempt the 52 transactions contemplated by this Agreement from the provisions of Section 16(b) of the Exchange Act to the maximum extent permitted by law. Iron shall use reasonable efforts to provide the information to Steel required in connection with the adoption of such resolutions to exempt the transactions contemplated by this Agreement from the provisions of Section 16(b) of the Exchange Act to the maximum extent permitted by law.
