Common use of Section 16 of the Exchange Act Clause in Contracts

Section 16 of the Exchange Act. Prior to the First Closing, the board of directors of Pubco, or an appropriate committee of nonemployee directors thereof, shall adopt a resolution consistent with the interpretative guidance of the SEC so that the acquisition of Pubco Securities pursuant to this Agreement by any officer or director of the Purchaser or Company who is expected to become a “covered person” of Pubco for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) shall be an exempt transaction for purposes of Section 16.

Section 16 of the Exchange Act. Prior to the First Closing, the board of directors of PubcoPubCo, or an appropriate committee of nonemployee non-employee directors thereof, shall adopt a resolution consistent with the interpretative interpretive guidance of the SEC so that the acquisition of Pubco Securities PubCo Share pursuant to this Agreement by any officer or director of the Purchaser or Company Group Companies who is expected to become a “covered person” of Pubco PubCo for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) shall be an exempt transaction for purposes of Section 16.

Section 16 of the Exchange Act. Prior to the First Closing, the board of directors of PubcoPubCo, or an appropriate committee of nonemployee non-employee directors thereof, shall adopt a resolution consistent with the interpretative interpretive guidance of the SEC so that the acquisition of Pubco Securities PubCo Common Stock pursuant to this Agreement by any officer or director of the Purchaser or Company Group Companies who is expected to become a “covered person” of Pubco PubCo for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) shall be an exempt transaction for purposes of Section 16Xxxxxxx 00.

Section 16 of the Exchange Act. Prior to the First Closing, the board of directors of PubcoPubCo, or an appropriate committee of nonemployee non-employee directors thereof, shall adopt a resolution consistent with the interpretative interpretive guidance of the SEC so that the acquisition of Pubco Securities PubCo Common Stock and the PubCo Rollover Equity pursuant to this Agreement by any officer or director of the Purchaser or Company Group Companies who is expected to become a “covered person” of Pubco PubCo for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) shall be an exempt transaction for purposes of Section 16.