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

Rule 14d-10 Matters. Prior to the Acceptance Time, the Company (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 arrangement entered into on or after the date hereof by the Company, Parent or any of their respective Affiliates with current or future directors, officers or employees of the Company and its Affiliates and to ensure that any such arrangements fall within the safe harbor provisions of such Rule.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (CERNER Corp), Agreement and Plan of Merger (Netsuite Inc), Agreement and Plan of Merger (Opower, Inc.)

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Rule 14d-10 Matters. Prior to the Acceptance Time, the Company (acting through the board of directors of the Company Board and or its compensation committee) shall take all such steps as may be required to cause to be exempt under Rule 14d-10(d14d–10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement entered into on or after the date hereof by the Company, Parent or any of their respective Affiliates with current or future directors, officers or employees of the Company and its Affiliates and to ensure that any such arrangements fall within the safe harbor provisions of such Rulerule.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Maxim Integrated Products Inc), Agreement and Plan of Merger (Volterra Semiconductor Corp), Agreement and Plan of Merger (Opnet Technologies Inc)

Rule 14d-10 Matters. Prior to the Acceptance Time, the Company (acting through the Company Board and its compensation committee) shall 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 other employee benefit arrangement arrangements that have been or will be entered into on or after the date hereof of this Agreement by the Company, Parent Company or any of their respective Affiliates its subsidiaries with current or future directors, officers or employees of the Company and or its Affiliates subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such Rulerule.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Hyperion Therapeutics Inc), Agreement and Plan of Merger (Horizon Pharma PLC), Agreement and Plan of Merger (Hyperion Therapeutics Inc)

Rule 14d-10 Matters. Prior to the Acceptance Time, the Company (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(d14d–10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement entered into on or after the date hereof by the Company, Parent or any of their respective Affiliates with current or future directors, officers or employees of the Company and its Affiliates and to ensure that any such arrangements fall within the safe harbor provisions of such Rule.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Micros Systems Inc), Agreement and Plan of Merger (Oracle Corp)

Rule 14d-10 Matters. Prior to the Acceptance Time, the Company (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(d14d−10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement entered into on or after the date hereof by the Company, Parent or any of their respective Affiliates with current or future directors, officers or employees of the Company and its Affiliates and to ensure that any such arrangements fall within the safe harbor provisions of such Rule.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Textura Corp), Agreement and Plan of Merger (Micros Systems Inc)

Rule 14d-10 Matters. Prior to the Acceptance Time, the Company (acting through the Company Board and or 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 arrangement arrangements that have been or will be entered into on or after the date hereof of this Agreement by the Company, Parent Company or any of their respective Affiliates its Subsidiaries with current or future directors, officers or employees Employees of the Company and or its Affiliates Subsidiaries 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 (Time Inc.), Agreement and Plan of Merger (Meredith Corp)

Rule 14d-10 Matters. Prior to the Acceptance Time, the Company (acting through the board of directors of 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(d14d–10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement entered into on or after the date hereof by the Company, Parent or any of their respective Affiliates with current or future directors, officers or employees of the Company and its Affiliates 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 (Applied Materials Inc /De)

Rule 14d-10 Matters. Prior to the Acceptance Time, the Company (acting through the Company Board of Directors and its compensation committee) shall take all such steps as may be required to cause to be exempt under Rule 14d-10(d14d–10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement entered into on or after the date hereof by the Company, Parent or any of their respective Affiliates payments made or to be made or benefits granted or to be granted according to such an arrangement, with current or future directors, officers or employees of the Company and its Affiliates 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 (Amber Road, Inc.)

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Rule 14d-10 Matters. Prior to the Acceptance Time, the Company (acting through the Company Board and or its compensation committee) shall 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 other employee benefit arrangement arrangements, including the Employment Arrangements, that have been or will be entered into on or after the date hereof of this Agreement by the Company, Parent Company or any of their respective Affiliates the Company Subsidiaries with current or future directors, officers or employees of the Company and its Affiliates or the Company Subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such Rulerule.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zulily, Inc.)

Rule 14d-10 Matters. Prior to the Acceptance Time, the Company (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 arrangement entered into on or after the date hereof by the Company, Parent or any of their respective Affiliates with current or future directors, officers or employees of the Company and its Affiliates and to ensure that any such arrangements fall within the safe harbor provisions of such Rule.. Table of Contents CONFIDENTIAL

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oracle Corp)

Rule 14d-10 Matters. Prior to the Acceptance Time, the Company (acting through the Company Board and its compensation committeeCompensation Committee) shall take all such steps as may be required 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 arrangement entered into on that has been, or after the date hereof of this Agreement will be, entered into by the Company, Parent or any of their respective Affiliates Company with current or future directors, officers or employees of the Company and its Affiliates 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 (CoLucid Pharmaceuticals, Inc.)

Rule 14d-10 Matters. Prior to the Acceptance Time, the Company (acting through the Company Board and its compensation committee) shall 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 other employee benefit arrangement arrangements that have been entered into prior to the Agreement Date or will be entered into on or after the date hereof Agreement Date by the Company, Parent Company or any of their respective Affiliates the Company Subsidiaries with current or future directors, officers or employees of the Company and its Affiliates or the Company Subsidiaries and to ensure that any such arrangements fall within the safe harbor provisions of such Rulerule.

Appears in 1 contract

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

Rule 14d-10 Matters. Prior to the Acceptance Time, the Company (acting through the board of directors of 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 arrangement entered into on or after the date hereof by the Company, Parent or any of their respective Affiliates with current or future directors, 52 officers or employees of the Company and its Affiliates 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 (Applied Materials Inc /De)

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