Section 16 Approval. On or after the date hereof and prior to the Effective Time, each of Upgrade and Company shall take all necessary action such that, with respect to (i) any Company Employee who as of the date hereof is subject to Section 16 of the Exchange Act and (ii) any member of the Company's Board of Directors (each, a "Company Section 16 Insider"), the acquisition by any such Company Section 16 Insider of Upgrade Common Stock or Upgrade stock options and the disposition by any such Company Section 16 Insider of Company Common Stock or Company Options pursuant to the transactions contemplated herein shall be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder.
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Sources: Agreement and Plan of Reorganization (Upgrade International Corp /Fl/), Agreement and Plan of Reorganization (Pathways Group Inc)
Section 16 Approval. On or after the date hereof and prior to the Effective Time, each of Upgrade Microsoft and Company shall take all necessary action such that, with respect to (i) any Company Employee who as of the date hereof is subject to Section 16 of the Exchange Act and (ii) any member of the Company's Board of Directors (each, a "Company Section 16 Insider"), the acquisition by any such Company Section 16 Insider of Upgrade Microsoft Common Stock or Upgrade Microsoft stock options and the disposition by any such Company Section 16 Insider of Company Common Stock or Company Options pursuant to the transactions contemplated herein shall be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder.
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