Common use of Section 16(b) Exemption Clause in Contracts

Section 16(b) Exemption. MBFI and ▇▇▇▇ agree that, in order to most effectively compensate and retain Rule 16(b) Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Rule 16(b) Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of ▇▇▇▇ Common Stock, ▇▇▇▇ Stock Options, DSUs and RSUs into shares of MBFI Common Stock in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 7.21. Assuming that ▇▇▇▇ delivers to MBFI the ▇▇▇▇ Section 16 Information (as defined below) in a timely fashion prior to the Effective Time, the MBFI Board, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing in substance that the receipt by the Rule 16(b) Insiders of MBFI Common Stock in exchange for shares of ▇▇▇▇ Common Stock, and of Assumed Options upon conversion of ▇▇▇▇ Stock Options, and assumed DSUs and RSUs upon conversion of the DSUs and RSUs of ▇▇▇▇, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the ▇▇▇▇ Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act to the fullest extent permitted by applicable law. “▇▇▇▇ Section 16 Information” shall mean information accurate in all material respects regarding the Rule 16(b) Insiders, the number of shares of ▇▇▇▇ Common Stock held by each such Rule 16(b) Insider and expected to be exchanged for MBFI Common Stock in the Merger, and the number and description of the options to purchase shares of ▇▇▇▇ Common Stock, and DSUs and RSUs held by each such MBFI Insider and expected to be converted into options to purchase shares or shares, as the case may be, of MBFI Common Stock in connection with the Merger; provided that the requirement for a description of any ▇▇▇▇ options shall be deemed to be satisfied if copies of all plans, and forms of agreements, under which such options have been granted have been made available to MBFI. “Rule 16(b) Insiders” shall mean those officers and directors of ▇▇▇▇ who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the ▇▇▇▇ Section 16 Information.

Section 16(b) Exemption. MBFI and ▇F▇▇▇ agree that, in order to most effectively compensate and retain Rule 16(b) Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Rule 16(b) Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of ▇F▇▇▇ Common Stock, ▇F▇▇▇ Stock Options, DSUs and RSUs into shares of MBFI Common Stock in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 7.21. Assuming that ▇F▇▇▇ delivers to MBFI the ▇F▇▇▇ Section 16 Information (as defined below) in a timely fashion prior to the Effective Time, the MBFI Board, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing in substance that the receipt by the Rule 16(b) Insiders of MBFI Common Stock in exchange for shares of ▇F▇▇▇ Common Stock, and of Assumed Options upon conversion of ▇F▇▇▇ Stock Options, and assumed DSUs and RSUs upon conversion of the DSUs and RSUs of ▇F▇▇▇, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the ▇F▇▇▇ Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act to the fullest extent permitted by applicable law. “▇F▇▇▇ Section 16 Information” shall mean information accurate in all material respects regarding the Rule 16(b) Insiders, the number of shares of ▇F▇▇▇ Common Stock held by each such Rule 16(b) Insider and expected to be exchanged for MBFI Common Stock in the Merger, and the number and description of the options to purchase shares of ▇F▇▇▇ Common Stock, and DSUs and RSUs held by each such MBFI Insider and expected to be converted into options to purchase shares or shares, as the case may be, of MBFI Common Stock in connection with the Merger; provided that the requirement for a description of any ▇F▇▇▇ options shall be deemed to be satisfied if copies of all plans, and forms of agreements, under which such options have been granted have been made available to MBFI. “Rule 16(b) Insiders” shall mean those officers and directors of ▇F▇▇▇ who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the ▇F▇▇▇ Section 16 Information.

Section 16(b) Exemption. MBFI Acquiror and ▇▇▇▇ Company agree that, in order to most effectively compensate and retain Rule 16(b) Company Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Rule 16(b) Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of (i) shares of ▇▇▇▇ Company Common Stock, ▇▇▇▇ Stock Options, DSUs and RSUs into the right to receive cash and/or shares of MBFI Acquiror Common Stock and (ii) Company Options into the right to receive options to purchase Acquiror Common Stock or cash, as applicable, in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 7.215.16. Assuming Provided that ▇▇▇▇ Company delivers to MBFI Acquiror the ▇▇▇▇ Company Section 16 Information (as defined below) in a timely fashion prior to the Effective Time, the MBFI BoardBoard of Directors of Acquiror, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing in substance that the receipt by the Rule 16(bCompany Insiders (as defined below) Insiders of MBFI cash, shares of Acquiror Common Stock and/or options to purchase Acquiror Common Stock in exchange for shares of ▇▇▇▇ Company Common Stock, Stock and of Assumed Options upon conversion of ▇▇▇▇ Stock Company Options, and assumed DSUs and RSUs upon conversion of the DSUs and RSUs of ▇▇▇▇, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the ▇▇▇▇ Company Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act to the fullest extent permitted by applicable law. “▇▇▇▇ Company Section 16 Information” shall mean information accurate in all material respects regarding the Rule 16(b) Company Insiders, the number of shares of ▇▇▇▇ Company Common Stock held by each such Rule 16(b) Company Insider and expected to be exchanged for MBFI the right to receive cash and/or shares of Acquiror Common Stock in the Merger, and the number and description of the options to purchase shares of ▇▇▇▇ Common Stock, and DSUs and RSUs Company Options held by each such MBFI Company Insider and expected to be converted into options an option to purchase shares of Acquiror Common Stock or sharescash, as the case may beapplicable, of MBFI Common Stock in connection with the Merger; provided that the requirement for a description of any ▇▇▇▇ options shall be deemed to be satisfied if copies of all plans, and forms of agreements, under which such options have been granted have been made available to MBFI. “Rule 16(b) Company Insiders” shall mean those officers and directors of ▇▇▇▇ Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the ▇▇▇▇ Company Section 16 Information.