Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 51 contracts
Samples: Agreement and Plan of Merger (Court Square Capital Partners II LP), Agreement and Plan of Merger (CST Brands, Inc.), Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable requested by any party hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct in accordance with that certain No-Action Letter dated January 12, 1999 issued by the SEC regarding such matters.
Appears in 23 contracts
Samples: Agreement and Plan of Merger (Authentec Inc), Agreement and Plan of Merger (Station Casinos Inc), Agreement and Plan of Merger (Silverleaf Resorts Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Sciquest Inc), Agreement and Plan of Merger (Ingredion Inc), Agreement and Plan of Merger (Audience Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to may take such steps as may be reasonably necessary or advisable requested by any party hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct in accordance with that certain No-Action Letter dated January 12, 1999 issued by the SEC regarding such matters.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Stiefel Laboratories, Inc.), Agreement and Plan of Merger (Lifecore Biomedical Inc), Agreement and Plan of Merger (Hampshire Group LTD)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual (including any Person who is deemed to be a “director or officer by deputization” under applicable securities Laws) who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (ITC Holdings Corp.), Agreement and Plan of Merger (Karuna Therapeutics, Inc.), Agreement and Plan of Merger (TRW Automotive Holdings Corp)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (EverBank Financial Corp), Agreement and Plan of Merger (Stonegate Mortgage Corp), Agreement and Plan of Merger (Zayo Group LLC)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Fresh Market, Inc.), Agreement and Plan of Merger (Fresh Market, Inc.), Agreement and Plan of Merger (Alere Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable requested by any party hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Hallwood Group Inc), Agreement and Plan of Merger (Comdata Network, Inc. Of California), Agreement and Plan of Merger (Hallwood Trust /Tx/)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Tower Group International, Ltd.), Agreement and Plan of Merger (OneBeacon Insurance Group, Ltd.), Agreement and Plan of Merger (Hartford Financial Services Group Inc/De)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such all reasonable steps as may be reasonably necessary or advisable hereto required to cause any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company and who would otherwise be subject to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to be exempt under such rule to the extent permitted by applicable law.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Cynosure Inc), Agreement and Plan of Merger (Blue Apron Holdings, Inc.), Agreement and Plan of Merger (Houghton Mifflin Harcourt Co)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause the Merger, and any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Wesco International Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Cougar Biotechnology, Inc.), Agreement and Plan of Merger (Rural/Metro Corp /De/), Agreement and Plan of Merger (Patient Safety Technologies, Inc)
Rule 16b-3. Prior Notwithstanding anything herein to the contrary, prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions disposition of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct in accordance with that certain No-Action Letter dated January 12, 1999 issued by the SEC regarding such matters.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Restore Medical, Inc.), Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Osteotech Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable requested by any party hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Jo-Ann Stores Inc), Agreement and Plan of Merger (Aeroways, LLC), Agreement and Plan of Merger (Cke Restaurants Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall will be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer subject to Section 16 of the Company Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Symmetry Surgical Inc.), Agreement and Plan of Merger (Symmetry Medical Inc.), Agreement and Plan of Merger (Wyndham Hotels & Resorts, Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Transcanada Corp), Agreement and Plan of Merger (Sparton Corp), Agreement and Plan of Merger (Sparton Corp)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to may take such steps actions as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities of the Company (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a any officer or director or officer of the Company who is subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange ActExchanges Act in accordance with the procedures set forth in such Rule 16b-3 and the Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP SEC No-Action Letter (January 12, 1999).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Meadow Valley Corp), Agreement and Plan of Merger (Topps Co Inc), Agreement and Plan of Merger (Huntsman CORP)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable requested by any party hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to the extent permitted by applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Dynamex Inc), Agreement and Plan of Merger (SmartPros Ltd.), Agreement and Plan of Merger (Graham Holdings Co)
Rule 16b-3. Prior to the Effective Time, the The Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the Merger and other transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated 16b–3 under the Exchange Act.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Acer Therapeutics Inc.), Agreement and Plan of Merger (Zevra Therapeutics, Inc.), Agreement and Plan of Merger (AquaVenture Holdings LTD)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such all reasonable steps as may be reasonably necessary or advisable hereto required to cause any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to the extent permitted by applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (ZS Pharma, Inc.), Agreement and Plan of Merger (Zeneca, Inc.), Agreement and Plan of Merger (Mallinckrodt PLC)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to the extent permitted by applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Material Sciences Corp), Agreement and Plan of Merger (Integramed America Inc), Agreement and Plan of Merger (Titanium Metals Corp)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Proofpoint Inc), Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.), Agreement and Plan of Merger (UserTesting, Inc.)
Rule 16b-3. Prior to the Company Merger Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Manning & Napier, Inc.), Agreement and Plan of Merger (InfraREIT, Inc.), Agreement and Plan of Merger (Duff & Phelps Corp)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto required to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Dell Inc), Agreement and Plan of Merger (Quest Software Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto required to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct in accordance with that certain No-Action Letter dated January 12, 1999 issued by the SEC regarding such matters.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ulticom, Inc), Agreement and Plan of Merger (Ulticom, Inc), Agreement and Plan of Merger (Ulticom, Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take all such steps as may be reasonably necessary or advisable hereto to cause any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Online Inc), Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (ZAGG Inc)
Rule 16b-3. Prior to the Effective Time, the The Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (Dionex Corp /De), Agreement and Plan of Merger (Span America Medical Systems Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto of the Company to cause dispositions of Company equity securities (including derivative securities) of the Company pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Yongye International, Inc.), Agreement and Plan of Merger (Full Alliance International LTD), Agreement and Plan of Merger (Morgan Stanley)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable requested by any Party hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (National Interstate CORP), Agreement and Plan of Merger (American Financial Group Inc), Agreement and Plan of Merger (American Financial Group Inc)
Rule 16b-3. Prior to the Effective Time, the Company and the Company Board (or a committee thereof) shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pike Corp), Agreement and Plan of Merger (Amerisourcebergen Corp), Agreement and Plan of Merger (MWI Veterinary Supply, Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall (and shall be permitted to to) take such steps as may be reasonably necessary required or advisable hereto to cause dispositions of Company the Company’s equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Merger Transactions by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Qumu Corp), Agreement and Plan of Merger (Dover Motorsports Inc), Agreement and Plan of Merger (Papa Murphy's Holdings, Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such all commercially reasonable steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wca Waste Corp), Agreement and Plan of Merger (Waste Industries Usa Inc), Agreement and Plan of Merger (Goldman Sachs Group Inc/)
Rule 16b-3. Prior Notwithstanding anything herein to the contrary, prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions disposition of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct in accordance with that certain No-Action Letter dated January 12, 1999 issued by the SEC regarding such matters.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Motorola Mobility Holdings, Inc), Agreement and Plan of Merger (Health Care Reit Inc /De/), Agreement and Plan of Merger (Sunrise Senior Living Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take all such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer may be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (MAKO Surgical Corp.), Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Saks Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to may take such further steps as it determines may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stec, Inc.), Agreement and Plan of Merger (Stec, Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto or otherwise requested by a party to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 16b‑3 promulgated under the Exchange Act.. 50
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Continental Building Products, Inc.), Agreement and Plan of Merger (Continental Building Products, Inc.)
Rule 16b-3. Prior to the Final Effective TimeTime and in consultation with Parent, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company or Intermediate Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Validus Holdings LTD), Agreement and Plan of Merger (Flagstone Reinsurance Holdings, S.A.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be all actions reasonably necessary or advisable hereto appropriate to cause the Transactions and any other dispositions of Company equity securities of the Company (including derivative securities) pursuant to in connection with the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Synutra International, Inc.), Agreement and Plan of Merger (Stonemor Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Shares, Company Equity Awards, and any other equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company Company, subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Borgwarner Inc), Agreement and Plan of Merger (Remy International, Inc.)
Rule 16b-3. Prior Notwithstanding anything herein to the contrary, prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions disposition of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quality Care Properties, Inc.), Agreement and Plan of Merger (Welltower Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company subject to Section 16 of the Exchange Act (and by each entity reporting as a director by deputization under Section 16 of the Exchange Act) to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steinhoff International Holdings N.V.), Agreement and Plan of Merger (Mattress Firm Holding Corp.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause any dispositions of Company equity securities (including derivative securities) pursuant to resulting from the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company subject to the reporting requirements of Section 16 of the Exchange Act (or who will become subject to the reporting requirements of Section 16 of the Exchange Act as a result of the Transactions) to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Argo Group International Holdings, Ltd.), Agreement and Plan of Merger (Brookfield Reinsurance Ltd.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable requested by any party hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement hereby by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to the extent permitted by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Internet Brands, Inc.), Agreement and Plan of Merger (Getty Images Inc)
Rule 16b-3. Prior to the Company Merger Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Griffin-American Healthcare REIT II, Inc.), Agreement and Plan of Merger (Northstar Realty Finance Corp.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Equity Interests of the Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt exempted under Rule 16b-3 promulgated under the Exchange ActAct in accordance with that certain No-Action Letter dated January 12, 1999 issued by the SEC regarding such matters.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cb Richard Ellis Group Inc), Agreement and Plan of Merger (Trammell Crow Co)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ingram Micro Inc), Agreement and Plan of Merger (Brightpoint Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer subject to Section 16 of the Company Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digital Generation, Inc.), Agreement and Plan of Merger (Thermo Fisher Scientific Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable requested by any party hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to the extent permitted by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medco Health Solutions Inc), Agreement and Plan of Merger (Polymedica Corp)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable requested by any party hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to the extent permitted by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cec Entertainment Inc), Agreement and Plan of Merger (Hospitality Distribution Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual (including any Person who is deemed to be a “director or officer by deputization” under applicable securities Laws) who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Renal Associates Holdings, Inc.), Agreement and Plan of Merger (American Renal Associates Holdings, Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company the Shares and other equity securities (including derivative securities) of the Company pursuant to the transactions Transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Noah Education Holdings Ltd.), Agreement and Plan of Merger (Mindray Medical International LTD)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct in accordance with that certain No-Action Letter dated January 12, 1999 issued by the SEC regarding such matters.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cumulus Media Inc), Agreement and Plan of Merger (Dollar General Corp)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably all actions necessary or advisable hereto appropriate to cause ensure that the dispositions of Company equity securities of the Company (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a any officer or director or officer of the Company who is subject to be Section 16 of the Exchange Act are exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Revlon Inc /De/), Agreement and Plan of Merger (Elizabeth Arden Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall (and shall be permitted to to) take such steps as may be reasonably necessary or advisable hereto required to cause the Transactions and any other dispositions of Company the Company’s equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mitel Networks Corp), Agreement and Plan of Merger (ShoreTel Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such all reasonable steps as may be reasonably necessary or advisable hereto required to cause any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company and who would otherwise be subject to Rule 16b-3 promulgated under the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to the extent permitted by applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Risley John Carter), Agreement and Plan of Merger (First Marblehead Corp)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted use its reasonable best efforts to take such steps as may be reasonably necessary or advisable hereto to cause any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual (including any Person who is deemed to be a “director or officer by deputization” under applicable securities Laws) who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CorePoint Lodging Inc.), Agreement and Plan of Merger (CorePoint Lodging Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be all actions reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Conduct Agreement (ARRIS International PLC), Conduct Agreement (CommScope Holding Company, Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of (or other transactions in) Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Instruments Corp), Agreement and Plan of Merger (Emerson Electric Co)
Rule 16b-3. Prior to the Effective Time, the Company shall (and shall be permitted to to) take such steps as may be reasonably necessary or advisable hereto required to cause dispositions of Company the Company’s equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Air Methods Corp), Agreement and Plan of Merger (CDK Global, Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Waste Management Inc), Agreement and Plan of Merger (Advanced Disposal Services, Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to the extent permitted by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Beckman Coulter Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall (and shall be permitted to to) take such steps as may be reasonably necessary required or advisable hereto to cause dispositions of Company the Company’s equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Merger by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Berkshire Grey, Inc.), Agreement and Plan of Merger (Carbon Black, Inc.)
Rule 16b-3. Prior to the First Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Voting Agreement (Diligent Corp)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of (or other transactions in) Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Contemplated Transactions by each individual who is a director or officer subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United States Steel Corp)
Rule 16b-3. Prior to the Effective Time, the Company shall, and shall be permitted to to, take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual Person who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted use commercially reasonable efforts to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director Director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement and/or the Rollover Commitment Letter by each individual Person or group (for purposes of Section 13(d) of the Exchange Act) who is a director or officer subject to Section 16 of the Company Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) Shares and Incentive Equity Securities pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hughes Network Systems, LLC)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or executive officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuveen Investments Inc)
Rule 16b-3. Prior to the Effective Time, the Company and the Company Board shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ZeroFox Holdings, Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allied Healthcare International Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto required to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct in accordance with that certain No-Action Letter dated January 12, 1999 issued by the SEC regarding such matters.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Calamos Asset Management, Inc. /DE/)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions Transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to the extent permitted by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Archipelago Learning, Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such all reasonable steps as may be reasonably necessary or advisable hereto required to cause any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to the extent permitted by applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hittite Microwave Corp)
Rule 16b-3. Prior to the Effective Time, the Company shall (and shall be permitted to to) take such steps as may be reasonably necessary required or advisable hereto to cause dispositions of Company the Company’s equity securities (including derivative securities) pursuant to the transactions contemplated by in connection with this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gelesis Holdings, Inc.)
Rule 16b-3. Prior Notwithstanding anything herein to the contrary, prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions disposition of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct in accordance with that certain No-Action Letter dated January 12, 1999 issued by the SEC regarding such matters.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harman International Industries Inc /De/)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of (or other transactions in) Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such all reasonable steps as may be reasonably necessary or advisable hereto required to cause any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company and who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Rule 16b-3. Prior to the Effective Time, the Company shall (and shall be permitted to to) take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Presidential Life Corp)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director (including directors by deputization) or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Central European Media Enterprises LTD)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities of the Company (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fushi Copperweld, Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable requested by any party hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dyncorp International Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably are necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer subject to Section 16 of the Company Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions 64 contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted under applicable Law.
Appears in 1 contract
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to shall, as applicable, take all such steps as may be reasonably necessary or advisable hereto to cause any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Elanco Animal Health Inc)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diamond Resorts International, Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take all such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual (each such individual a “Section 16 Officer”) who is a director or officer subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual (including any Person who is deemed to be a “director or officer by deputization” under applicable securities Laws) who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary required or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Rectifier Corp /De/)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer subject to the requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to the extent permitted by applicable Law.
Appears in 1 contract
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such all reasonable steps as may be reasonably necessary or advisable hereto required to cause any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement Transactions by each individual who is a director or officer of the Company and who would otherwise be subject to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to be exempt under such rule to the extent permitted by applicable law.
Appears in 1 contract
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Shares, Company Equity Awards, and any other equity securities (including derivative securities) pursuant to the Merger and the other transactions contemplated by this Agreement by each individual who is a director or officer of the Company Company, subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Terraform Global, Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause the transactions contemplated by this Agreement and any other dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sun Healthcare Group Inc)
Rule 16b-3. Prior to or in connection with the Effective TimeClosing, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Univar Solutions Inc.)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such all reasonable steps as may be reasonably necessary or advisable hereto required to cause any dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company and who would otherwise be subject to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to be exempt under such rule to the extent permitted by applicable Law.
Appears in 1 contract
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Transactions and/or the Contribution Agreement by each individual Person or group (for purposes of Section 13(d) of the Exchange Act) who is a director or officer subject to Section 16 of the Company Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Investors Heritage Capital Corp)
Rule 16b-3. Prior to the Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary or advisable hereto to cause dispositions of Company equity securities (including derivative securities) by each individual who is subject to the requirements of Section 16(a) of the Exchange Act pursuant to the transactions contemplated by this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 16b 3 promulgated under the Exchange Act.
Appears in 1 contract
