Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (MAP Pharmaceuticals, Inc.), Agreement and Plan of Merger (Allergan Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares (including Company Restricted Shares), Company RSUs or Company Options pursuant to this Agreement, and the Offer and the Merger shall will be an exempt transaction for purposes of Section 16.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Schiff Nutrition International, Inc.), Agreement and Plan of Merger (Reckitt Benckiser Group PLC)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Dreams Inc), Agreement and Plan of Merger (Dreams Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate a duly authorized committee of non-employee directors thereof, shall will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer Agreement and the Merger shall will be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Alaska Air Group, Inc.), Agreement and Plan of Merger (Jetblue Airways Corp), Agreement and Plan of Merger (Spirit Airlines, Inc.)
Section 16 Matters. Prior to the Effective Share Acceptance Time, the Company Board, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of equity securities of the Company pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (HeartWare International, Inc.), Agreement and Plan of Merger (COV Delaware Corp), Agreement and Plan of Merger (Ev3 Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Shares or and Company Options Equity Awards pursuant to this Agreement, and the Offer Agreement and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Taylor Morrison Home Corp), Agreement and Plan of Merger (William Lyon Homes), Agreement and Plan of Merger (AV Homes, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Company Common Stock or Company Options Stock Award pursuant to this Agreement, and the Offer and Agreement in connection with the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Enstar Group LTD), Agreement and Plan of Merger (SeaBright Holdings, Inc.), Agreement and Plan of Merger (First Mercury Financial Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or other Equity Interests in the Company Options (including Company Options, Restricted Stock and RSUs) pursuant to this Agreement, and the Offer Agreement and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Central Vermont Public Service Corp), Agreement and Plan of Merger (Central Vermont Public Service Corp), Agreement and Plan of Merger (Central Vermont Public Service Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares (including Company RSAs), Company RSUs or Company Options pursuant to this Agreement, and the Offer Agreement and the Merger shall will be an exempt transaction for purposes of Section 16.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Alaska Air Group, Inc.), Agreement and Plan of Merger (Alaska Air Group, Inc.), Agreement and Plan of Merger (Virgin America Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Company Common Stock or Company Options Restricted Stock pursuant to this Agreement, and the Offer and Agreement in connection with the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn Millers Holding Corp), Agreement and Plan of Merger (Zenith National Insurance Corp)
Section 16 Matters. Prior to the Effective TimeExpiration Date, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Common Stock, Stock Options or Company Options Restricted Stock pursuant to this Agreement, and Agreement in connection with the Offer and the Merger Transactions shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cna Surety Corp), Agreement and Plan of Merger (Odyssey Re Holdings Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall duly adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Shares, Company Options Options, Company RSUs pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Convio, Inc.), Agreement and Plan of Merger (Blackbaud Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company Options and Shares acquired upon the vesting of any Company RSUs or Company Options PSUs, pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act and the rules and regulations thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electronic Arts Inc.), Agreement and Plan of Merger (Glu Mobile Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereofof the Company, shall shall, if necessary, adopt a resolution consistent with the SEC’s interpretive guidance of the SEC so that to approve the disposition by any executive officer or director of the Company who is a “covered Person person” of the Company for the purposes of Section 16 of the Exchange Act and of securities of the rules and regulations thereunder Company (“Section 16”including derivative securities with respect to securities of the Company) resulting from the Transactions for the purposes of Shares or Company Options pursuant to this Agreement, and qualifying the Offer and the Merger shall be disposition as an exempt transaction for purposes under Section 16 of Section 16the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CFC International Inc), Agreement and Plan of Merger (Illinois Tool Works Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Shares, Options or Company Options Warrants pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (North American Galvanizing & Coatings Inc), Agreement and Plan of Merger (Azz Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Shares or Company Stock Options (or Company Shares acquired upon the vesting of any Company Stock Options, Company RSUs or Company PSUs) pursuant to this Agreement, and the Offer and the Merger Agreement shall be an exempt transaction for purposes of Section 1616 and all rules and regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Texas Instruments Inc), Agreement and Plan of Merger (National Semiconductor Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Shares, Company RSUs or Company Options pursuant to this Agreement, and the Offer Agreement and the Merger shall will be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (St Jude Medical Inc), Agreement and Plan of Merger (Thoratec Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pulmuone Cornerstone Corp), Agreement and Plan of Merger (Monterey Gourmet Foods)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or other Equity Interests in the Company Options (including Company Options, Restricted Stock and Other Equity-Based Awards) pursuant to this Agreement, and the Offer Agreement and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ch Energy Group Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares shares of Company Common Stock or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Saunders Acquisition Corp), Agreement and Plan of Merger (Franklin Electronic Publishers Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, The Board or an appropriate a committee of non-employee directors thereof, thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act) shall adopt a resolution consistent with the interpretive guidance in advance of the SEC so Effective Time providing that the disposition by any officer or director the officers and directors of the Company who is a covered Person of Company Common Stock, Company Options or other equity securities of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall or the other transactions contemplated by this Agreement is intended to be an exempt transaction for purposes of Section 16.exempt
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bio Reference Laboratories Inc), Agreement and Plan of Merger (Opko Health, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger Merger, shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interclick, Inc.), Agreement and Plan of Merger (Yahoo Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of shares of Company Common Stock and Company Stock Options pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us Home Systems Inc), Agreement and Plan of Merger (Micrus Endovascular Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company Company, who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and (together with the rules and regulations thereunder (promulgated thereunder, “Section 16”) ), of Shares or Company Stock Options pursuant to this Agreementthe Offer, and the Offer this Agreement and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Inamed Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Shares, Company RSUs or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Complete Genomics Inc), Agreement and Plan of Merger (Complete Genomics Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of any equity securities of the Company (including Derivative Securities) pursuant to this Agreement by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Belo Corp), Agreement and Plan of Merger (Gannett Co Inc /De/)
Section 16 Matters. Prior to the Effective Time, Time the Board of Directors of the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares shares of Company Common Stock, Company Options or Company Options RSUs pursuant to this Agreement, and the Offer Agreement and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Watson Pharmaceuticals Inc), Agreement and Plan of Merger (Andrx Corp /De/)
Section 16 Matters. (a) Prior to the Effective Timeconsummation of the Offer, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that that, to the maximum extent permitted under such guidance, the disposition by any officer or director of the Company Company, who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and (together with the rules and regulations thereunder (promulgated thereunder, “Section 16”) ), of Company Shares or Company Options pursuant to the Offer, this Agreement, and the Offer and Agreement or the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthtronics, Inc.), Agreement and Plan of Merger (Endocare Inc)
Section 16 Matters. Prior to the Merger Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Common Shares or Company Stock Options (or Company Common Shares acquired upon the vesting of any Company Stock Options) pursuant to this Agreement, and the Offer and the Merger Agreement shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cnet Networks Inc), Agreement and Plan of Merger (CBS Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Common Stock or other securities under the Company Options Equity Plans pursuant to this Agreement, and Agreement in connection with the Offer and the Merger Contemplated Transactions shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Isramco Inc), Agreement and Plan of Merger (Alliance HealthCare Services, Inc)
Section 16 Matters. Prior to the Effective Time, the Company Boardboard of directors of the Company, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of Company Common Shares, Company Stock Options, Company Performance Restricted Share Units and Company Restricted Share Units pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NXP Semiconductors N.V.), Agreement and Plan of Merger (Freescale Semiconductor, Ltd.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereofof the Company, shall shall, if necessary, adopt a resolution consistent with the SEC’s interpretive guidance of the SEC so that to approve the disposition by any officer or director of the Company who is a “covered Person person” of the Company for the purposes of Section 16 of the Exchange Act and of securities of the rules and regulations thereunder Company (“Section 16”including derivative securities with respect to securities of the Company) resulting from the Transactions for the purposes of Shares or Company Options pursuant to this Agreement, and qualifying the Offer and the Merger shall be disposition as an exempt transaction for purposes under Section 16 of Section 16the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Illinois Tool Works Inc), Agreement and Plan of Merger (Click Commerce Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or (including the disposition of shares of Company Restricted Stock), Company Options and Shares acquired upon the vesting of any Company RSUs, pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Concur Technologies Inc), Agreement and Plan of Merger (Concur Technologies Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act Act, and the rules and regulations thereunder (“Section 16”) ), of Company Shares or and Company Options Equity Awards pursuant to this Agreement, and the Offer Agreement and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trecora Resources), Agreement and Plan of Merger (New Home Co Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger Merger, shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Red Cat Holdings, Inc.), Agreement and Plan of Merger (Red Cat Holdings, Inc.)
Section 16 Matters. Prior to the Effective Acceptance Time, the Company Board, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of equity securities of the Company pursuant to this Agreement by any individual who is a covered Person of or will be subject to the Company for purposes reporting requirements of Section 16 16(a) of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16under Rule 16b-3 promulgated under the Exchange Act to the extent permitted by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crystal Rock Holdings, Inc.), Agreement and Plan of Merger (Exa Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.), Agreement and Plan of Merger (Salix Pharmaceuticals LTD)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder (“Section 16”) of Shares or Company Stock Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Orthovita Inc)
Section 16 Matters. Prior to the Effective Time, the Board of Directors of the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares shares of Company Common Stock or Company Stock Options pursuant to this Agreement, and the Offer Agreement and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Textron Inc), Agreement and Plan of Merger (United Industrial Corp /De/)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options Accelerated Equity Awards pursuant to this Agreement, and the Offer Agreement and the Merger shall will be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ch2m Hill Companies LTD), Agreement and Plan of Merger (Jacobs Engineering Group Inc /De/)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC and take such other steps as may be reasonably necessary so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ASP GT Holding Corp.), Agreement and Plan of Merger (Gentek Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company Company, who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) , of Shares or Company Stock Options pursuant to this Agreementthe Offer, and the Offer this Agreement and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Inamed Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Stock Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Medical Optics Inc), Agreement and Plan of Merger (Abbott Laboratories)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Shares, Company Options or Company Options RSUs pursuant to this Agreement, and including the Offer and the Merger Merger, shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orbitz Worldwide, Inc.), Agreement and Plan of Merger (Expedia, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to the transactions contemplated by this Agreement, and the Offer and the Merger Agreement shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Company Common Stock, Company Options and Company Common Stock acquired upon the vesting of any Company RSUs or Company Options Performance RSUs, pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Shares, Company Options or Company Options RSUs pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Samples: Agreement and Plan of Merger (EndoChoice Holdings, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Boardboard of directors of the Company, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of Common Stock and Options pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lapolla Industries Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Traffic Network, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, Board or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares shares of Company Common Stock or Company Options pursuant to this Agreement, and the Offer and or the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, Time the Board of Directors of the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares shares of Company Common Stock or Company Options pursuant to this Agreement, and the Offer Agreement and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atrix Laboratories Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Company Shares, Company Options or Company Options Restricted Shares pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Guidance Software, Inc.)
Section 16 Matters. Prior to the Effective Time, the The Company Board, or an appropriate committee of non-employee directors thereof, shall adopt has adopted a resolution consistent with Rule 16b-3 under the Exchange Act and the interpretive guidance of the SEC so that the disposition or acquisition by any officer or director of the Company who is a covered Person of the shares of Company for purposes Common Stock or derivative securities with respect to Company Common Stock or rights in respect of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options Common Stock, in each case pursuant to this Agreement, Agreement and the Offer and the Merger Merger, shall be an exempt transaction for purposes of Section 16under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Pharmaceutical Partners Inc /De/)
Section 16 Matters. Prior to the Effective Share Acceptance Time, the Company Board, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of equity securities of the Company pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereofof the Company Board, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of subject to Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or other Equity Interests in the Company Options (including Company Options, Restricted Shares and Other Equity-Based Awards) pursuant to this Agreement, and the Offer Agreement and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Robbins & Myers, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company Options and Shares acquired upon the vesting of any Company RSUs or Company Options Performance RSUs, pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Callidus Software Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder (“Section 16”) of Shares Shares, Company Stock Options, Company Warrants or Company Options Restricted Stock Units pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cti Group Holdings Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of equity securities of the Company pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Shares, Company Options or Company Options SARs pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Buckeye Technologies Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Common Shares or Company Stock Options (or Company Common Shares acquired upon the vesting of any Company Stock Options) pursuant to this Agreement, and the Offer and the Merger Agreement shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Samples: Agreement and Plan of Merger (EnergyConnect Group Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Shares, Company Options or Company Options SARs pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or other Equity Interests in the Company Options (including Company Options, Restricted Shares, Restricted Stock Units and Other Equity-Based Awards) pursuant to this Agreement, and the Offer Agreement and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Acceptance Time, the Company Board, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of equity securities of the Company pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Section 16 Matters. (a) Prior to the Effective Time, the Company BoardCompany’s Board of Directors, or an appropriate committee of non-employee directors thereofof the Company, shall shall, if necessary, adopt a resolution consistent with the SEC’s interpretive guidance of the SEC so that to approve the disposition by any officer or director of the Company who is a “covered Person person” of the Company for the purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Company Common Stock or Company Outstanding Stock Options pursuant to this Agreement, and the Offer Agreement and the Merger shall be for the purposes of qualifying the disposition as an exempt transaction for purposes under Section 16 of Section 16the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, Board or an appropriate committee of non-employee directors thereof, shall will adopt a resolution and take all other necessary action consistent with the interpretive interpretative guidance of the SEC so that the disposition of Shares, Company Stock Options, Company Restricted Shares or Company Stock-Based Awards pursuant to this Agreement and the Merger by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall will be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Axsys Technologies Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Common Shares or Company Options pursuant to this Agreement, and the Offer Agreement and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boston Capital Real Estate Investment Trust Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Common Stock, Stock Options or Company Options SARs pursuant to this Agreement, and the Offer and Agreement in connection with the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Samples: Agreement and Plan of Merger (C&d Technologies Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall will be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective TimeExpiration Date, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Common Stock, Company Options, Stock Awards or other securities under the Company Options Equity Plans pursuant to this Agreement, and Agreement in connection with the Offer and the Merger Contemplated Transactions shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Playboy Enterprises Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Company Shares, Company Options or Company Options Restricted Share Awards pursuant to this Agreement, and the Offer Agreement and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ascena Retail Group, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Common Stock or other securities under the Company Options Equity Plan pursuant to this Agreement, and Agreement in connection with the Offer and the Merger Contemplated Transactions shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or other equity interest in the Company Options (including Company Restricted Stock and Restricted Stock Units) pursuant to this Agreement, and the Offer Agreement and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Boardboard of directors of the Company, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of Company Stock (including derivatives thereof) pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange 1934 Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 1616 of the 1934 Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quantenna Communications Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company Options and Shares acquired upon the vesting of any Company RSUs, Company PSUs or Company Options MSUs pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Shares, Company Options or Company Options RSU Awards pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer Agreement and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Common Stock or other securities under the Company Options Equity Plans pursuant to this Agreement, and the Offer and Agreement in connection with the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, Board or an appropriate committee of non-employee directors thereof, shall will adopt a resolution and take all other necessary action consistent with the interpretive interpretative guidance of the SEC so that the disposition of Shares, Company Stock Options or Company Restricted Shares pursuant to this Agreement and the Merger by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and the Merger shall will be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer and Agreement in the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate a duly authorized committee of non-employee directors thereof, shall will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and the Offer Agreement and the Merger shall will be an exempt transaction for purposes of Section 16.16 of the Exchange Act. 5.13
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spirit Airlines, Inc.)
Section 16 Matters. Prior to the Effective Time, the Board of Directors of the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of Shares, Company Options or Company Awards pursuant to this Agreement in the Merger by any officer or director of the Company who who, at the Effective Time, is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and (together with the rules and regulations thereunder (thereunder, “Section 16”) of Shares or Company Options pursuant to this Agreement), and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder (“"Section 16”") of Shares or Company Stock Options pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so to the effect that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Shares, Company Options or Company Options RSU Awards pursuant to this Agreement, and the Offer Agreement and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lexmark International Inc /Ky/)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or (including shares of Company Options Restricted Stock), Company Options, Company RSUs and Company Performance RSUs, pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SuccessFactors, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement, and Agreement in the Offer and or the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Microfluidics International Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares Company Common Stock Company Options and Company Common Stock acquired upon the vesting of any Company RSUs or Company Options MSUs, pursuant to this Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
