Common use of Rule 14d-10 Matters Clause in Contracts

Rule 14d-10 Matters. Prior to the expiration of the Offer, the Company will take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or employee benefit arrangements that have been or will be entered into after the date of this Agreement by the Company or its subsidiaries with current or future directors, officers or employees of the Company or its subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such rule.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Knowles Corp), Agreement and Plan of Merger (Audience Inc), Agreement and Plan of Merger (Peerless Systems Corp)

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Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company will take all such steps as may be required (acting through the Company Board and the compensation committee of the Company Board) shall use reasonable best efforts to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangements arrangement that have been has been, or after the Agreement Date will be be, entered into after the date of this Agreement by the Company or its subsidiaries with current or future directors, officers or employees of the Company or its subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such ruleCompany.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (XOMA Corp), Agreement and Plan of Merger (Kinnate Biopharma Inc.), Agreement and Plan of Merger (Theseus Pharmaceuticals, Inc.)

Rule 14d-10 Matters. Prior to the expiration of the Offer, the Company will shall take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or employee benefit arrangements that have been or will be entered into after the date of this Agreement by the Company or its subsidiaries with current or future directors, officers or employees of the Company or its subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such rule.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Norcraft Companies, Inc.), Agreement and Plan of Merger (Fortune Brands Home & Security, Inc.)

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company will take all such steps as may be required (acting through the Company Board and the compensation committee of the Company Board) shall use reasonable best efforts to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangements arrangement that have been has been, or will be entered into after the date of this Agreement will be, entered into by the Company or its subsidiaries affiliates with current or future directors, officers or employees of the Company or its subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such ruleaffiliates.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dermira, Inc.), Agreement and Plan of Merger (Loxo Oncology, Inc.)

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company will take all such steps as may be required (acting through the Company Board and its Compensation Committee) shall use reasonable best efforts to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangements arrangement that have been has been, or will be entered into after the date of this Agreement will be, entered into by the Company or its subsidiaries any of the Company Subsidiaries with current or future directors, officers or employees of the Company or its subsidiaries and to ensure that any such arrangements fall within of the safe harbor provisions of such ruleCompany Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Jazz Pharmaceuticals PLC), Agreement and Plan of Merger (Celator Pharmaceuticals Inc)

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company will (acting through the Company Board and its Compensation Committee) shall take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangements that have been or will be arrangement entered into on or after the date of this Agreement hereof by the Company Company, Parent or its subsidiaries any of their respective affiliates with current or future directors, officers or employees of the Company or and its subsidiaries affiliates and to ensure that any such arrangements fall within the safe harbor provisions of such ruleRule.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hisamitsu U.S., Inc.), Agreement and Plan of Merger (Noven Pharmaceuticals Inc)

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company will take all such steps as may be required (acting through the Company Board and the compensation committee of the Company Board) shall use reasonable best efforts to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangements arrangement that have been has been, or will be entered into after the date of this Agreement will be, entered into by the Company or its subsidiaries with current or future directors, officers or employees of the Company or its subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such ruleCompany.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ARMO BioSciences, Inc.), Agreement and Plan of Merger (Vitae Pharmaceuticals, Inc)

Rule 14d-10 Matters. Prior to the expiration of the Offer, the Company will take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or employee benefit arrangements that have been or will be entered into after the date of this Agreement by the Company or its subsidiaries with current or future directors, officers or employees of the Company or its subsidiaries Subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such rule.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gymboree Corp)

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company will take all such steps as may be required (acting through the compensation committee of the Company Board) shall use reasonable best efforts to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act Act, any employment compensation, severance or other employee benefit arrangements arrangement that have been has been, or after the Agreement Date will be be, entered into after the date of this Agreement by the Company or its subsidiaries Group with current or future directors, officers or employees of the Company or its subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such ruleCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TSR Inc)

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Rule 14d-10 Matters. Prior to the expiration of the OfferExpiration Date, the Company (acting through its Board of Directors and its Compensation Committee) will take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or employee benefit arrangements that have been or will be entered into after the date of this Agreement by the Company Company, Parent or its subsidiaries any of their respective affiliates with current or future directors, officers or employees of the Company or and its subsidiaries affiliates and to ensure insure that any such arrangements fall within the safe harbor provisions of such rule.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Matrixx Initiatives Inc)

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company will (acting through the Company Board and the compensation committee of the Company Board) shall take all such steps actions as may be required are necessary to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangements arrangement that have been has been, or after the Agreement Date will be be, entered into after the date of this Agreement by the Company or its subsidiaries with current or future directors, officers or employees of the Company or its subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such ruleCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alpine Immune Sciences, Inc.)

Rule 14d-10 Matters. Prior to the expiration of the OfferOffer Expiration Time, the Company will take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or employee benefit arrangements Contracts that have been or will be are entered into after the date of this Agreement by the Company or its subsidiaries the Company Subsidiaries with current or future directors, officers or employees of the Company or its subsidiaries the Company Subsidiaries and to ensure that any such arrangements Contracts fall within the safe harbor provisions of such rule.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Monster Worldwide, Inc.)

Rule 14d-10 Matters. Prior to the scheduled expiration of the Offer, the Company will take all such steps as may be required (acting through the compensation committee of the Company Board) shall use reasonable best efforts to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangements arrangement that have been has been, or after the Agreement Date will be be, entered into after the date of this Agreement by the Company or its subsidiaries with current or future directors, officers or employees of the Company or its subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such ruleCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (POINT Biopharma Global Inc.)

Rule 14d-10 Matters. Prior to the expiration earlier of the OfferEffective Time and the termination of this Agreement pursuant to Section 6.1, the Company will take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or employee benefit arrangements that have been or will be entered into after the date of this Agreement by the Company or its subsidiaries with current or future directors, officers or employees of the Company or its subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such rule.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xura, Inc.)

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