Prior to the Effective Time. Mid Penn shall hold in confidence all confidential information of First Priority on the terms and subject to the conditions of the Confidentiality Agreement in accordance with Section 11.1. If the transactions contemplated by this Agreement shall not be completed, Mid Penn will continue to comply with the terms of such Confidentiality Agreement.
Prior to the Effective Time. Parent and the Company shall adopt such resolutions as are necessary to effect the treatment of the Company Options as contemplated by this Section 1.8. At the Effective Time, the Parent shall assume all obligations of the Company under the Company Equity Plan, each outstanding Company Option, and the agreements evidencing the grants thereof and shall administer and honor all such awards in accordance with the terms and conditions of such awards and the Company Equity Plan (subject to the adjustments required by reason of this Agreement or such other adjustments or amendments made by Parent in accordance with such terms and conditions). Following the Closing, the Company shall notify each holder of the conversion of Company Options into Parent Options.
Prior to the Effective Time. Rymer shall use its best efforts to obtain any consents from holders of Rymer Stock Options and make any amendments to the terms of Rymer Stock Option Plan or arrangements that are necessary to give effect to the transactions contemplated by Section 2.01(d) and this Section 2.03.
Prior to the Effective Time except as set forth in Section 5.2 of the Company Disclosure Schedule or as contemplated by any other provision of this Agreement and except as contemplated by the Logicon Merger Agreement, unless Parent has consented in writing thereto, the Company:
Prior to the Effective Time the Company shall take all such steps as may be required to cause the transactions contemplated by Section 2.03 and any other dispositions of Company equity securities (including derivative securities) in connection with this Agreement or the transactions contemplated hereby by each individual who is a director or officer of the Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the interpretive letter, dated January 12, 1999, issued by the SEC with respect to such matters.
Prior to the Effective Time the Company will adopt such resolutions and will take such other actions as may be reasonably required to effectuate the actions contemplated by this Section 2.4, without paying any consideration or incurring any debts or obligations on behalf of the Company or the Surviving Corporation.
Prior to the Effective Time the Corporation shall cause the trustee of the Ceridian Corporation Benefit Protection Trust to transfer to the trustee of the Arbitron Benefit Protection Trust described in Section 6.9, by wire transfer of immediately available funds an amount equal to the aggregate of the Ceridian Executive Investment Plan account balances of each Arbitron Employee and each Former Arbitron Employee, determined as of the valuation date under the Ceridian Executive Investment Plan coinciding with or last preceeding the date of transfer.