Approval of Compensation Arrangements. If the Company or any of its Subsidiaries enters into, adopts, amends, modifies or terminates any Arrangements to Covered Securityholders, all such amounts payable under such Arrangements shall (i) be paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from performing, by the Covered Securityholders (and matters incidental thereto) and (ii) shall not be calculated based on the number of shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. Moreover, the Company shall take all actions necessary so that, prior to the Expiration Date: (i) the adoption, approval, amendment or modification of each such Arrangement shall be approved as an employment compensation, severance or other employee benefit arrangement solely by independent directors of the Company in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto and (ii) the “safe harbor” provided pursuant to Rule 14d-10(d)(2) is otherwise applicable thereto as a result of the taking prior to the Expiration Date all necessary actions by the Board of Directors of the Company, the Executive Compensation Committee of such Board or its independent directors.
Approval of Compensation Arrangements. Prior to the consummation of the Offer, the Company shall take any action necessary to ensure that any Compensation Arrangements entered into after the date of this Agreement (or not previously approved as contemplated by Section 4.03(d)) have been approved as contemplated by Exchange Act Rule 14d-10 for the purpose of satisfying the requirements of the non-exclusive safe harbor set forth in paragraph (d) of such Rule.
Approval of Compensation Arrangements. Prior to the Offer Acceptance Time, the Company and the Company Board (or duly authorized committee thereof) shall take any action necessary to ensure that any Compensation Arrangements entered into after the date of this Agreement (or entered into on or prior to such date and not previously approved as contemplated by Section 4.03(c)) have been approved as contemplated by Exchange Act Rule 14d-10 for the purpose of satisfying the requirements of the non-exclusive safe harbor set forth in paragraph (d) of such Rule, provided that in the case of Compensation Arrangements on the part of Parent or any of its Affiliates, the Company has been notified in writing of such Compensation Arrangement and the need for such action.
Approval of Compensation Arrangements. If the Company enters into, adopts, amends, modifies or terminates any Arrangements, including the New Employment Agreements to which it is a party, with Covered Securityholders, all such amounts payable under such Arrangements (i) shall be paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from performing, by the Covered Securityholders (and matters incidental thereto) and (ii) shall not be calculated based on the number of shares of Company Common Stock tendered or to be tendered into the Offer by the applicable Covered Securityholder. Moreover, the Company shall take all actions necessary so that, prior to the Expiration Date: (i) the adoption, approval, amendment or modification of each such Arrangement, including the New Employment Agreements to which it is a party, shall be approved as an employment compensation, severance or other employee benefit arrangement solely by independent directors of the Company in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto and (ii) the “safe harbor” provided pursuant to Rule 14d-10(d)(2) is otherwise applicable thereto as a result of the taking prior to the Expiration Date of all necessary actions by the Company Board, the Compensation Committee of such Company Board or its “independent directors” as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
Approval of Compensation Arrangements. The parties acknowledge that certain payments are to be made and certain benefits are to be granted under or in accordance with employment, compensation, severance or other employee benefit arrangements of the Company, the Company Subsidiaries or Parent or the Surviving Corporation, including the Employee Benefit Plans, to holders of Company Common Stock (with all such plans and arrangements being collectively referred to as the “Company Arrangements”). Prior to the Acceptance Time, the Company shall take any action necessary to ensure that any Company Arrangements (including any Company Arrangements entered into after the date hereof) have been approved as contemplated by Rule 14d-10 under the Exchange Act.
Approval of Compensation Arrangements. Prior to the Acceptance Time, the Company shall take any action necessary to ensure that any Company Arrangements (including any Company Arrangements entered into after the date hereof) have been approved as contemplated by the last sentence of Section 3.10(h).
Approval of Compensation Arrangements. The parties acknowledge that certain payments are to be made and certain benefits are to be granted under or in accordance with employment, compensation, severance or other employee benefit arrangements of the Company, the Company Subsidiaries or Parent to holders of Company Common Stock (with all such plans and arrangements being collectively referred to as the “Company Arrangements”). Prior to the Acceptance Time, the Company shall take any action necessary to ensure that any Company Arrangements (including any Company Arrangements entered into after the date hereof) have been approved as contemplated by Rule 14d-10 under the Exchange Act.
Approval of Compensation Arrangements. Prior to the expiration of the Offer (as such date may be extended in accordance with this Agreement), each of Parent and the Company shall take all actions necessary so that any Arrangements that have been or will be entered into after the date of the Agreement by the Company or its Subsidiaries with Covered Securityholders will be exempt under Rule 14d-10(d) under the Exchange Act and the instructions thereto and to ensure that the "safe harbor" provided pursuant to Rule 14d-10(d) is otherwise applicable thereto.
Approval of Compensation Arrangements. Pursuant to the Merger Agreement, AveXis has agreed (acting through the AveXis board of directors and its compensation committee) to take all such steps as may be required to cause to be exempt under Rule 14d-10(d) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement that has been, or after the date of the Merger Agreement will be, entered into by AveXis or any of its subsidiaries with current or future directors, officers, employees or other service providers of AveXis or any of its subsidiaries and to ensure that any such arrangements fall within the non-exclusive safe harbor provisions of such rule. In addition, AveXis has agreed to take all reasonable steps as may be required to cause any dispositions of AveXis equity securities (including derivative securities) in connection with the Merger Agreement by each individual who is a director or officer of AveXis subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 under the Exchange Act. Conditions of the Offer See "Section 14—Conditions of the Offer."
Approval of Compensation Arrangements. If the Company or any of its Subsidiaries, after the date hereof in accordance with the provisions of this Agreement, enters into, adopts, amends, modifies or terminates any employment compensation, severance and other employment benefit plan of the Company and its Subsidiaries, including the Company Plans (collectively, the “ Arrangements”) applicable to certain holders of Company common stock and other securities of the Company (the “Covered Securityholders”), all such amounts payable under such Arrangements shall (i) be paid or granted as compensation for past services performed, future services to be performed, or future services to be refrained from performing, by the Covered Securityholders (and matters incidental thereto) and (ii) shall not be calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. Moreover, the Company shall, and shall cause its Subsidiaries to, take all actions necessary so that, prior to the expiration date of the Offer (as such date may be extended in accordance with this Agreement): (i) the adoption, approval, amendment or modification of each such Arrangement shall be approved as an employment compensation, severance or other employee benefit arrangement solely by independent directors of the Company in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto and (ii) the “safe harbor” provided pursuant to Rule 14d-10(d)(2) is otherwise applicable thereto as a result of the taking prior to the expiration date all necessary actions by the Company Board of Directors, the Compensation Committee of such Company Board of Directors or its independent directors.
