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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lilly Eli & Co), Agreement and Plan of Merger (Celera CORP), Agreement and Plan of Merger (Quest Diagnostics Inc)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SFN Group Inc.), Agreement and Plan of Merger (Tasty Baking Co), Agreement and Plan of Merger (Randstad North America, L.P.)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hillshire Brands Co), Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (Tyson Foods Inc)
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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Complete Genomics Inc), Agreement and Plan of Merger (American Land Lease Inc), Agreement and Plan of Merger (GCP Sunshine Acquisition, Inc. A Delaware Corp)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (I Flow Corp /De/), Agreement and Plan of Merger (Kimberly Clark Corp)
Matters. Prior to the Acceptance TimeDate, 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 (including the Employee Arrangements) 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) 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ASP GT Holding Corp.), Agreement and Plan of Merger (Gentek Inc)
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 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.
Appears in 2 contracts
Samples: Tender and Voting Agreement (Computer Software Innovations, Inc.), Agreement and Plan of Merger (Luminex Corp)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Cougar Biotechnology, Inc.)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Health Fitness Corp /MN/), Agreement and Plan of Merger (Trustco Holdings, Inc.)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clarient, Inc), Agreement and Plan of Merger (General Electric Co)
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 50 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nanosphere Inc), Agreement and Plan of Merger (Nanosphere Inc)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Beckman Coulter Inc), Agreement and Plan of Merger (Danaher Corp /De/)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Blackbaud Inc), Agreement and Plan of Merger (Convio, Inc.)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.), Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)
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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Azz Inc), Agreement and Plan of Merger (North American Galvanizing & Coatings Inc)
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 a Subsidiary of 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vidler Water Resources, Inc.)
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Crystal Rock Holdings, Inc.)
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PharmaNet Development Group Inc)
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Baler Corp)
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cavendish Acquisition Corp)
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.
Appears in 1 contract
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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Microfluidics International Corp)
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Monterey Gourmet Foods)
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Medical Optics Inc)
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.
Appears in 1 contract
Samples: Iii Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)
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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pulmuone Cornerstone Corp)
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.
Appears in 1 contract
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.
Appears in 1 contract
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.
Appears in 1 contract
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.
Appears in 1 contract
