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

Rule 14d-10 Matters. Prior to the Acceptance Time and to the extent permitted by applicable Law, the compensation committee of the Company’s board of directors, at a meeting duly called and held, shall approve, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, each agreement, arrangement or understanding between the Company or any of its Affiliates and any of the officers, directors or employees of the Company that are effective as of the date of this Agreement or are entered into after the date of this Agreement and prior to the Acceptance Time pursuant to which compensation is paid to such officer, director or employee and shall take all other action reasonably necessary to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d)(2) under the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (National Holdings Corp), Agreement and Plan of Merger (Fortress Biotech, Inc.)

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Rule 14d-10 Matters. Prior to the Offer Acceptance Time Time, and to the extent permitted by applicable LawLegal Requirements, the compensation committee Compensation Committee of the Company’s board of directors, at a meeting duly called and held, Company Board shall approve, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, each agreement, arrangement or understanding between the Company or any of its Affiliates and any of the officers, directors or employees of the Company that are effective as of the date of this Agreement or that are entered into after the date of this Agreement and prior to the Offer Acceptance Time and in any event pursuant to which compensation is paid to such officer, director or employee and shall take all other action reasonably necessary to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d)(214d-10(d) (2) under the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Enel Green Power North America, Inc.), Agreement and Plan of Merger (Enernoc Inc)

Rule 14d-10 Matters. Prior to the Offer Acceptance Time and to the extent permitted by applicable LawLegal Requirements, the compensation committee of the Company’s board Board of directors, at a meeting duly called and held, shall Directors will approve, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, each agreement, arrangement or understanding between Purchaser, the Company or any of its their respective Affiliates and any of the officers, directors or employees of the Company Entities that are effective as of the date of this Agreement or are entered into after the date of this Agreement and prior to the Offer Acceptance Time pursuant to which compensation is paid to such officer, director or employee and shall will take all other action reasonably necessary to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d)(2) under the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cti Biopharma Corp), Agreement and Plan of Merger (Cti Biopharma Corp)

Rule 14d-10 Matters. Prior to the Offer Acceptance Time and to the extent permitted by applicable Law, the compensation committee Compensation Committee of the Company’s board of directorsCompany Board, at a meeting duly called and held, shall approve, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, each agreement, arrangement or understanding between the Company or any of its Affiliates and any of the officers, directors or employees of the Company that are effective as of the date of this Agreement Date or are entered into after the date of this Agreement Date and prior to the Offer Acceptance Time pursuant to which compensation is paid to such officer, director or employee and shall take all other action reasonably necessary to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d)(2) under the Exchange Act.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (RhythmOne PLC), Agreement and Plan of Merger and Reorganization (YuMe Inc)

Rule 14d-10 Matters. Prior to the Offer Acceptance Time and to the extent permitted by applicable LawLaws, the compensation committee Compensation Committee of the Company’s board of directorsCompany Board, at a meeting duly called and held, shall will approve, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, each agreement, arrangement or understanding between Purchaser, the Company or any of its their respective Affiliates and any of the officers, directors or employees of the Company that are effective as of the date of this Agreement Date or are entered into after the date of this Agreement Date and prior to the Acceptance Effective Time pursuant to which compensation is paid to such officer, director or employee and shall will take all other action reasonably necessary to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d)(214d-10(d) (2) under the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Roche Holding LTD), Agreement and Plan of Merger (Ignyta, Inc.)

Rule 14d-10 Matters. Prior to the Offer Acceptance Time and to the extent permitted by applicable LawTime, the compensation committee Compensation Committee of the Company’s board of directorsCompany Board, at a meeting duly called and held, shall approve, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, each agreement, arrangement or understanding between the Company an Acquired Corporation or any of its Affiliates and any of the officers, directors or employees of the Company Acquired Corporation that are effective as of the date of this Agreement Agreement, are contemplated by this Agreement, or are entered into after the date of this Agreement and prior to the Acceptance Effective Time pursuant to which compensation is paid to such officer, director or employee and shall take all other action reasonably necessary to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d)(2) under the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pfizer Inc)

Rule 14d-10 Matters. Prior to the Acceptance Time and to the extent permitted by applicable Law, the compensation committee of the Company’s board Board of directors, at a meeting duly called and held, shall Directors of the Company will approve, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, each agreement, arrangement or understanding between Parent, the Company or any of its their respective Affiliates and any of the officersdirectors, directors officers or employees of the Company or its Subsidiaries that are effective as of the date of this Agreement or are entered into after the date of this Agreement and prior to the Acceptance Time pursuant to which compensation is paid to such officerdirector, director officer or employee employee, and shall will take all other action actions reasonably necessary to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d)(2) under the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Huttig Building Products Inc)

Rule 14d-10 Matters. Prior to the Offer Acceptance Time and to the extent permitted by applicable Law, the compensation committee Compensation Committee of the Company’s board of directorsCompany Board, at a meeting duly called and held, shall will approve, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, each agreement, arrangement or understanding between Purchaser, the Company or any of its their respective Affiliates and any of the officers, directors or employees of the Company that are effective as of the date of this Agreement or are entered into after the date of this Agreement and prior to the Offer Acceptance Time pursuant to which compensation is paid to such officer, director or employee and shall will take all other action reasonably necessary to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d)(2) under the Exchange Act.

Appears in 1 contract

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

Rule 14d-10 Matters. Prior to the Offer Acceptance Time and to the extent permitted by applicable LawTime, the compensation committee Compensation Committee of the Company’s board Board of directorsDirectors, at a meeting duly called and held, shall will approve, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, each agreement, arrangement or understanding between Purchaser, the Company or any of its their respective Affiliates and any of the officers, directors or employees of the Company that are effective as of the date of this Agreement or are entered into after the date of this Agreement and prior to the Offer Acceptance Time pursuant to which compensation is paid to such officer, director or employee and shall will take all other action reasonably necessary to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d)(214d-10(d) (2) under the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Volcano Corp)

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Rule 14d-10 Matters. Prior to the Offer Acceptance Time and to the extent permitted by applicable LawLaws, the compensation committee of the Company’s board of directorsCompany Board, at a meeting duly called and held, shall will approve, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, each agreement, arrangement or understanding between Purchaser, the Company or any of its their respective Affiliates and any of the officers, directors or employees of the Company that are effective as of the date of this Agreement or are entered into after the date of this Agreement and prior to the Offer Acceptance Time pursuant to which compensation is paid to such officer, director or employee and shall will take all other action reasonably necessary to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d)(2) under the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ultragenyx Pharmaceutical Inc.)

Rule 14d-10 Matters. Prior to the Offer Acceptance Time and to the extent permitted by applicable Law, the compensation committee Compensation Committee of the Company’s board of directorsCompany Board, at a meeting duly called and held, shall approve, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, each agreement, arrangement or understanding between the Company or any of its Affiliates and any of the officers, directors or employees of the Company that are effective as of the date of this Agreement or are entered into after the date of this Agreement and prior to the Offer Acceptance Time pursuant to which compensation is paid to such officer, director or employee and shall take all other action reasonably necessary to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d)(2) under the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tubemogul Inc)

Rule 14d-10 Matters. Prior to the Offer Acceptance Time and to the extent permitted by applicable LawLaws, the compensation committee of the Company’s board of directors, at a meeting duly called and held, Company Board shall approve, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, each agreement, arrangement or understanding between the Company or any of its Affiliates and any of the current or future officers, directors directors, employees or employees other service providers of the Company that are effective as of the date of this Agreement Date or are entered into after the date of this Agreement Date and prior to the Offer Acceptance Time pursuant to which compensation is paid or payable to such officer, director director, employee or employee other service provider and shall take all other action reasonably necessary to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d)(2) under the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oyster Point Pharma, Inc.)

Rule 14d-10 Matters. Prior to the Offer Acceptance Time and to the extent permitted by applicable LawLegal Requirements, the compensation committee Compensation Committee of the Company’s board Board of directors, at a meeting duly called and held, Directors shall approve, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, each agreement, arrangement or understanding between the Company or any of its Affiliates and any of the officers, directors or employees of the Company that are effective as of the date of this Agreement or are entered into after the date of this Agreement and prior to the Offer Acceptance Time pursuant to which compensation is paid to such officer, director or employee and shall take all other action reasonably necessary to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d)(214d-10(d) (2) under the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sequenom Inc)

Rule 14d-10 Matters. Prior to the Offer Acceptance Time and to the extent permitted by applicable Law, the compensation committee of the Company’s board of directorsCompany Board, at a meeting duly called and held, shall approve, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, each agreement, arrangement or understanding between the Company or any of its Affiliates and any of the officers, directors or employees of the Company that are effective as of the date of this Agreement or are entered into after the date of this Agreement and prior to the Offer Acceptance Time pursuant to which compensation is paid to such officer, director or employee and shall take all other action reasonably necessary to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d)(2) under the Exchange Act.

Appears in 1 contract

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

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