Common use of Section 16 Approval Clause in Contracts

Section 16 Approval. For purpose of exempting, from the short-swing liability provisions of Section 16(b) of the Exchange Act, the exchange of the shares of Company Common Stock held by the executive officers of the Company for shares of Parent Common Stock in the Merger pursuant to the provisions of Section 2.1(c), the Board of Directors of the Company shall, prior to the Effective Time, take appropriate action to approve such exchange. In addition, the Board of Directors of Parent shall, prior to the Effective Time, take appropriate action to approve, with respect to any Company employees who will become executive officers of the Parent as of the Effective Time, for purposes of exempting from the short-swing liability provisions of Section 16(b) of the Exchange Act, the issuance of shares of Parent Common Stock in exchange of the shares of Company Common Stock held by such persons in connection with the consummation of the Merger.