Required Action. At or prior to the Effective Time, the Company, the Board of Directors and the compensation committee of the Board of Directors, as applicable, shall adopt any and all resolutions and take any and all other actions which are reasonably necessary to effectuate the provisions of Sections 1.08(a), (b) and (c). The Company shall take all commercially reasonable actions to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation will be required to deliver any payments (other than as set forth in this Section 1.08 or Section 1.09 below), any shares of Company Stock or other capital stock of the Company or Parent to any Person pursuant to or in settlement of Stock Options or Company Awards.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Cole Kenneth Productions Inc), Agreement and Plan of Merger (Cole Kenneth Productions Inc)
Required Action. At or prior to the Effective Time, the Company, the Board of Directors and the compensation committee of the Board of Directors, as applicable, shall adopt any and all resolutions and take any and all other actions which are reasonably necessary to effectuate the provisions of Sections Section 1.08(a), (b) and (cSection 1.08(b). The Company shall take all commercially reasonable actions to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation will be required to deliver any payments (other than as set forth in this Section 1.08 or Section 1.09 below), any shares of Company Stock or other capital stock of the Company or Parent to any Person pursuant to or in settlement of Stock Options or Company AwardsOptions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mod Pac Corp), Agreement and Plan of Merger (Mod Pac Corp)
Required Action. At or prior to the Effective Time, the Company, the Board of Directors and the compensation committee of the Board of Directors, as applicable, shall adopt any and all resolutions and take any and all other actions which are reasonably necessary to effectuate the provisions of Sections 1.08(a), (b) and (c). The Company shall take all commercially use reasonable actions best efforts to ensure that that, from and after the Effective Time Time, neither Parent nor the Surviving Corporation will be required to deliver any payments (other than as set forth in this Section 1.08 or Section 1.09 below), any shares of Company Stock Shares or other capital stock of the Company or Parent to any Person pursuant to or in settlement of Stock Options or Options, Company Awards, or Warrants.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Frederick's of Hollywood Group Inc /Ny/), Agreement and Plan of Merger (FOHG Holdings, LLC)
