Common use of Matters Clause in Contracts

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company its Subsidiaries on as of or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d–10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d–10(d) under the Exchange Act.

Matters. Prior to the Acceptance TimeOffer Closing, the Company (acting through the Compensation Committee compensation committee of the Company Board) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or a Subsidiary of the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance TimeExpiration Date, the Company (acting through the Compensation Committee compensation committee of the Company Board) will shall take all such steps as may be required to cause each agreement, agreement and arrangement or understanding entered into by the Company or a Subsidiary of the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment employment, compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance TimeOffer Closing, the Company (acting through the Compensation Committee compensation committee of the Company Board) will shall take all such steps as may be required to cause each agreement, arrangement or understanding Contract entered into by the Company or a Subsidiary of the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Appointment Time, the Company (acting through the Compensation Committee compensation committee of the Company BoardBoard of Directors) will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee compensation committee of the Company Board) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company its Subsidiaries on or after the date hereof and before the Acceptance Time with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d−10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d−10(d) under the Exchange Act.

Matters. Prior to the Acceptance TimeOffer Closing, the Company (acting through the Compensation Committee compensation committee of the Company Board) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company Subsidiaries on 26995100v.1 or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “"employment compensation, severance or other employee benefit arrangement” " within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee compensation committee of the Company Board) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company any of its Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee compensation committee of the Company Board) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company its Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company Company, CPS or the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee compensation committee of the Company BoardBoard of Directors) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company its Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d–10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d–10(d) under the Exchange Act.

Matters. Prior The Company has agreed that, prior to the Acceptance Time, the Company (acting through the Compensation Committee compensation committee of the Company BoardBoard will have (a) will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act Act, any agreement, plan, program, arrangement or understanding entered into or established by the Company with or on behalf of its officers, directors or employees, in each case, at or prior to the Expiration Time, including any amendment or modification thereto, and (b) taken all steps reasonably necessary to satisfy the requirements of the non-exclusive safe harbor set forth in under Rule 14d-10(d14d-10(d)(2) under the Exchange ActAct with respect to such agreement, plan, program, arrangement or understanding.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee compensation committee of the Company Board) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company its Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d−10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d−10(d) under the Exchange Act.

Matters. Prior to the Acceptance TimeOffer Closing, the Company (acting through the Compensation Committee compensation committee of the Company Board) will shall take all such steps as may be required to cause each agreement, arrangement or understanding Contract entered into by the Company or a Subsidiary of the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “"employment compensation, severance or other employee benefit arrangement” " within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) will shall take all such steps as may reasonably be required to cause each agreement, arrangement or understanding entered into by the Company or the Company its Subsidiaries on as of or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance TimeOffer Closing, the Company (acting through the Compensation Committee compensation committee of the Company Board) will shall take all such steps as may be required to cause each agreement, arrangement arrangement, or understanding entered into by the Company or the Company Subsidiaries on or after the date hereof with any of its officers, directors directors, or employees pursuant to which consideration is paid to such officer, director director, or employee to be approved as an “employment compensation, severance severance, or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee compensation committee of the Company BoardBoard of Directors) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or a Subsidiary of the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d-10(d)(2) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d−10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d−10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee compensation committee of the Company BoardBoard of Directors) will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee compensation committee of the Company BoardBoard of Directors) will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company Subsidiaries prior to, on or after the date hereof with any of its current or former officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d–10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d–10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee compensation committee of the Company Board) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company its Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d–10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d–10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) will take all such steps as may be required to cause each agreement, arrangement or understanding understanding, if any, entered into by the Company or the Company Subsidiaries Subsidiary on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance TimeAgreement Date, the Company (acting through the Compensation Committee compensation committee of the Company Board) will take has taken all such steps as may be required to cause each agreementany and all employment compensation, arrangement or understanding severance and employee benefit agreements and arrangements entered into by the Company or any of the Company Subsidiaries on or after the date hereof contemplated hereby with any of its their respective officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act. The Company has provided Parent with copies of all such actions.

Matters. Prior to the Acceptance TimeClosing, the Company (acting through the Compensation Committee compensation committee of the Company Board) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or a Subsidiary of the Company Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee compensation committee of the Company Board) will shall take all such steps as may be required to cause each agreement, arrangement arrangement, or understanding entered into by the Company or the a Company Subsidiaries Subsidiary on or after the date hereof with any of its officers, directors directors, or employees pursuant to which consideration is paid to such officer, director director, or employee to be approved as an “employment compensation, severance severance, or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.

Matters. Prior to the Acceptance Appointment Time, the Company (acting through the Compensation Committee of the Company BoardCompany’s Board of Directors) will shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company its Subsidiaries on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d–10(d)(1) under the Exchange Act and to satisfy the requirements of the non-–exclusive safe harbor set forth in Rule 14d-10(d14d–10(d) under the Exchange Act.