Common use of Section 16 Matters Clause in Contracts

Section 16 Matters. Prior to the Effective Time, the Company Board shall take all such steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Shares (including derivative securities with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is or 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 16 contracts

Samples: Agreement and Plan of Merger (Jounce Therapeutics, Inc.), Agreement and Plan of Merger (Sharps Compliance Corp), Agreement and Plan of Merger (Sierra Monitor Corp /Ca/)

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Section 16 Matters. Prior to the Effective Time, the Company Board shall take all such steps as may be necessary or appropriate required and permitted to cause the transactions contemplated by this Agreement, including any dispositions of Shares shares of Company Common Stock (including derivative securities with respect to such SharesCompany Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is or 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 11 contracts

Samples: Agreement and Plan of Merger (Cartesian, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Consolidated Communications Holdings, Inc.)

Section 16 Matters. Prior to the Effective Time, the Company Board shall take all such steps as may be necessary or appropriate required to cause the transactions contemplated by this Agreement, including any dispositions of Shares (including any derivative securities with respect to such Sharesthereto) resulting from the transactions contemplated by this Agreement Transactions by each individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to 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 (EQT Corp), Agreement and Plan of Merger (Trans Energy Inc), Agreement and Plan of Merger (Chindex International Inc)

Section 16 Matters. Prior to the Effective Time, the Company Board shall take all such steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Shares Company Common Stock (including derivative securities with respect to such SharesCompany Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is or 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 4 contracts

Samples: Agreement and Plan of Merger (Tii Network Technologies, Inc.), Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Perfumania Holdings, Inc.)

Section 16 Matters. Prior to the Effective Time, the Company and the Company Board shall take all such steps as may be necessary or appropriate required to cause the transactions contemplated by this Agreement, including any dispositions of Shares equity securities of the Company (including derivative securities securities) in connection with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual Company director or officer who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, ’s equity securities to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Harpoon Therapeutics, Inc.), Agreement and Plan of Merger (Pandion Therapeutics, Inc.), Agreement and Plan of Merger (Arqule Inc)

Section 16 Matters. Prior to the Effective Time, the Company Board shall take all such steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Shares shares of Company Common Stock (including derivative securities with respect to such Sharesshares) resulting from the transactions contemplated by this Agreement by each individual who is or 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 3 contracts

Samples: Agreement and Plan of Merger (Electro Rent Corp), Agreement and Plan of Merger (Electro Rent Corp), Agreement and Plan of Merger (National Technical Systems Inc /Ca/)

Section 16 Matters. Prior to the Effective Time, the Board of Directors of the Company Board shall be permitted to take all such steps as may be reasonably necessary or appropriate advisable to cause the transactions contemplated by this Agreement, including any dispositions of Shares (including derivative Company equity securities with respect pursuant to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is or 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 3 contracts

Samples: Agreement and Plan of Merger (Campbell Thomas J), Agreement and Plan of Merger (Michael Baker Corp), Agreement and Plan of Merger (Michael Baker Corp)

Section 16 Matters. Prior to the Effective Time, the Board of Directors of the Company Board shall take all such steps as may be necessary or appropriate required and permitted to cause the transactions contemplated by this Agreement, including any dispositions of Shares shares of Company Common Stock (including derivative securities with respect to such SharesCompany Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is or 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 3 contracts

Samples: Agreement and Plan of Merger (Laserscope), Agreement and Plan of Merger (American Medical Systems Holdings Inc), Agreement and Plan of Merger (American Medical Systems Holdings Inc)

Section 16 Matters. Prior to the Effective Time, the Company Board shall will be permitted to take all such steps as may be reasonably necessary or appropriate advisable to cause the transactions contemplated by this Agreement, including any dispositions of Shares (including derivative Company equity securities with respect pursuant to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is or 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: Agreement and Plan of Merger (Home Depot, Inc.), Agreement and Plan of Merger (HD Supply Holdings, Inc.)

Section 16 Matters. Prior to the Effective Time, the The Company Board and its board of directors (or committee thereof) shall take all such steps as may be actions reasonably necessary or appropriate to cause the transactions contemplated by this Agreement, including Agreement and any other dispositions of Shares equity securities of the Company (including derivative securities securities) in connection with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is a director or will be subject to the reporting requirements of Section 16(a) executive officer of the Exchange Act with respect to the Company, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 2 contracts

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

Section 16 Matters. Prior to the Effective Time, the Company Board shall use its reasonable best efforts to take all such steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Shares (including derivative securities with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is or 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 16b–3 promulgated under the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Southeastern Grocers, LLC), Agreement and Plan of Merger (Winn Dixie Stores Inc)

Section 16 Matters. Prior The Board of Directors of the Company shall, prior to the Effective Time, the Company Board shall take all such steps actions as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including Agreement and any other dispositions of Shares equity securities of the Company (including derivative securities securities) in connection with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is a director or will be subject to the reporting requirements of Section 16(a) executive officer of the Exchange Act with respect to the Company, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Leap Wireless International Inc), Agreement and Plan of Merger (At&t Inc.)

Section 16 Matters. Prior The Company Board shall, prior to the Effective Time, the Company Board shall take all such steps actions as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including Agreement and any other dispositions of Shares equity securities of the Company (including derivative securities securities) in connection with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is a director or will be subject to the reporting requirements of Section 16(a) executive officer of the Exchange Act with respect to the Company, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 2 contracts

Samples: Voting Agreement (Straight Path Communications Inc.), Agreement and Plan of Merger (Straight Path Communications Inc.)

Section 16 Matters. Prior to the Effective Time, the Company Board shall take all such steps as may be necessary or appropriate required and permitted to cause the transactions contemplated by this Agreement, including any dispositions of Shares shares of Company Securities (including derivative securities with respect to such SharesCompany Securities) resulting from the transactions contemplated by this Agreement by each individual who is or 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: Agreement and Plan of Merger (Digirad Corp), Agreement and Plan of Merger (ATRM Holdings, Inc.)

Section 16 Matters. Prior to the Effective Time, the Company and the Company’s Board of Directors shall take all such steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions disposition of Shares (including derivative securities Common Stock in connection with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is or will be subject to the reporting requirements of under 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 (Akorn Inc), Agreement and Plan of Merger (Hi Tech Pharmacal Co Inc)

Section 16 Matters. Prior to the Effective Time, the Company Board (or an appropriate committee thereof) shall take all such steps as may be necessary or appropriate required and permitted to cause the transactions contemplated by this Agreement, including any dispositions of Shares equity securities of the Company (including derivative securities with respect securities) pursuant to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is or 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: Agreement and Plan of Merger (Avangrid, Inc.), Agreement and Plan of Merger (Cellular Biomedicine Group, Inc.)

Section 16 Matters. Prior to the Effective Time, the Company Board shall take all such steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Company Shares (including derivative securities with respect to such Company Shares) resulting from the transactions contemplated by this Agreement by each individual who is or 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 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 (ArcSight Inc), Agreement and Plan of Merger (Hewlett Packard Co)

Section 16 Matters. Prior to the Effective Time, the Company and the Board of Directors (or a duly formed committee thereof satisfying the applicable requirements of the Exchange Act) shall take all such steps as may be necessary required or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Shares (including derivative securities with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 2 contracts

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

Section 16 Matters. Prior to the Effective Time, the Company Board shall take all such steps as may be reasonably necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Shares (including derivative securities with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is or 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 1 contract

Samples: Agreement and Plan of Merger (Miromatrix Medical Inc.)

Section 16 Matters. Prior to the Effective Time, the Company Board shall take all such steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Company Shares (including derivative securities with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is or 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 16b 3 promulgated under the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Leapfrog Enterprises Inc)

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Section 16 Matters. Prior to the Effective Time, the Company Board shall take all such steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Shares (including derivative securities with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is or 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 16b‑3 promulgated under the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intersections Inc)

Section 16 Matters. Prior to the Effective Time, the Company Board shall take all such steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Shares (including derivative securities with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is or 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 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 (Ep Medsystems Inc)

Section 16 Matters. Prior to the Effective Time, the Company Board shall take all such steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Shares (including derivative securities with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is or will be become 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 (Rain Oncology Inc.)

Section 16 Matters. Prior to the Effective Time, the Company Board shall take all such steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Shares (including derivative securities with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is or 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, to the extent allowable under Rule 16b-3.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Perseon Corp)

Section 16 Matters. Prior to the Effective Time, if applicable, the Board of Directors of the Company Board shall take all such steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Shares (including derivative securities with respect to such Shares) Company Common Stock or Company Stock Options resulting from the transactions contemplated by this Agreement by each individual who is or will be subject to the reporting requirements of Section 16(a) 16 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 (Princeton Security Technologies, Inc.)

Section 16 Matters. Prior to the Effective Acceptance Time, the Company Board shall take all such steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Shares (including derivative securities with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is or 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 1 contract

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

Section 16 Matters. Prior to the Effective Acceptance Time, the Company Board shall take all such reasonable steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, the Support Agreements, including any dispositions of Shares (including derivative securities with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange 41 Act with respect to 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 (CKX, Inc.)

Section 16 Matters. Prior to Promptly after the Effective TimeAgreement Date, the Company and the Company Board shall will take all such steps as may be necessary or appropriate required to cause the transactions contemplated by this Agreement, including any dispositions of Shares shares of Company Stock (including derivative securities with respect to such Sharessecurities) resulting from the transactions contemplated by this Agreement Transactions by each individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act., to the extent permitted by applicable Law. ARTICLE VII

Appears in 1 contract

Samples: Agreement and Plan of Merger (Horizon Global Corp)

Section 16 Matters. Prior to the Effective Time, the Board of Directors of the Company Board shall take all such steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Shares (including derivative securities with respect to such Shares) resulting from the transactions contemplated by this Agreement by each individual who is or 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 1 contract

Samples: Agreement and Plan of Merger (Goodman Global Inc)

Section 16 Matters. Prior to the Effective Time, the Company Board shall take all such steps as may be necessary or appropriate required and permitted to cause the transactions contemplated by this Agreement, including any dispositions of Shares shares of Company Common Stock (including derivative securities with respect to such SharesCompany Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is or 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 1 contract

Samples: Agreement and Plan of Merger (Ivillage Inc)

Section 16 Matters. Prior to the Effective Time, the Company Board shall may take all such reasonable steps as may be necessary or appropriate permitted through resolutions of the Board to cause the transactions contemplated by this Agreement, including any dispositions of Shares equity securities (including derivative securities with respect to such Sharessecurities) resulting from of the transactions contemplated by this Agreement Company by each individual who is or will be at the Effective Time 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 (Green Mountain Power Corp)

Section 16 Matters. Prior The Company Board shall, prior to the Effective Time, the Company Board shall take all such steps actions as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions the contribution of Shares (including derivative securities with respect the Convertible Notes to such Shares) resulting from the transactions contemplated Company and the issuance by the Company of the Company Common Stock and the Modified Convertible Notes pursuant to this Agreement by each individual who is or 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 1 contract

Samples: Rollover Agreement (Joe's Jeans Inc.)

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