Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company and the compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.3(a) through 4.3(c).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Potomac Electric Power Co), Agreement and Plan of Merger (Exelon Corp), Agreement and Plan of Merger (Exelon Corp)
Corporate Actions. At or prior to the Effective Time, the Company, the board Company Board of directors of the Company Directors and the compensation committee of the board Company Board of directors of the CompanyDirectors, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 2.2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (ITC Holdings Corp.), Agreement and Plan of Merger
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors Company Board or the Compensation Committee of the Company and the compensation committee of the board of directors of the CompanyBoard, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 3.3.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Qualcomm Inc/De), Agreement and Plan of Merger (Veoneer, Inc.), Agreement and Plan of Merger (Veoneer, Inc.)
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company and the compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary or appropriate to effectuate the provisions of Sections 4.3(a) through 4.3(cSection 4.4(a).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Prime Resource Inc), Agreement and Plan of Merger (Liberator Medical Holdings, Inc.), Agreement and Plan of Merger (BBM Holdings, Inc.)
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company and or the compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions and take any actions which are reasonably necessary on the part of the Company to effectuate the provisions of Sections 4.3(a) through 4.3(cSection 3.3(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Horizon Capital Iii, L.P.), Agreement and Plan of Merger (Exceed Co Ltd.)
Corporate Actions. At or prior to the Effective Time, the Company, the board Board of directors of the Company Directors and the compensation committee of the board Board of directors of the CompanyDirectors, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.3(a) through 4.3(c)Section 2.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Renal Associates Holdings, Inc.), Agreement and Plan of Merger (American Renal Associates Holdings, Inc.)
Corporate Actions. At or Immediately prior to the Effective Time, the Company, the board of directors of the Company and the compensation or a committee of the board of directors of the Companythereof, as applicable, shall adopt any resolutions and take any actions which are necessary or appropriate to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 2.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SP Plus Corp), Agreement and Plan of Merger (SP Plus Corp)
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company Board and the its compensation committee of the board of directors of the Companycommittee, as applicable, shall adopt any resolutions and take any actions actions, including adoption of any appropriate amendments to the Company Stock Plans and other Company Benefit Plans which are necessary to effectuate the provisions of Sections 4.3(aSection 5.4(a) through 4.3(cand (b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Primoris Services Corp), Agreement and Plan of Merger (Willbros Group, Inc.\NEW\)
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company (the “Company Board”) and the compensation compensation, nominating and corporate governance committee of the board of directors of the CompanyCompany Board, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections Section 4.3(a), 4.3(b) through and 4.3(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Optimer Pharmaceuticals Inc)
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company and the compensation a committee of the board of directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 2.3.
Appears in 2 contracts
Samples: Rights Agreement (RR Donnelley & Sons Co), Agreement and Plan of Merger (RR Donnelley & Sons Co)
Corporate Actions. At or prior Prior to the Effective Time, the Company, the board Board of directors Directors of the Company and the compensation committee Compensation Committee of the board Board of directors Directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary or required to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 2.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CorePoint Lodging Inc.), Agreement and Plan of Merger (CorePoint Lodging Inc.)
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company and or the compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions and take any actions which are reasonably necessary to effectuate the provisions of Sections 4.3(a) through 4.3(cSection 3.3(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jinpan International LTD), Agreement and Plan of Merger (Camelot Information Systems Inc.)
Corporate Actions. At or prior to the Effective Time, the Company, the board its Board of directors of the Company Directors and the its compensation committee of the board of directors of the Companycommittee, as applicable, shall adopt any resolutions and take any actions actions, including adoption of any appropriate amendments to the Stock Plans and other Company Benefit Plans which are necessary to effectuate the provisions of Sections 4.3(a4.5(a) through 4.3(cand (b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vintage Petroleum Inc), Agreement and Plan of Merger (Occidental Petroleum Corp /De/)
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company and the compensation committee of the board of directors of the Companythereof, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.3(aSection 2.3(a) through 4.3(cand Section 2.3(b).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Affinia Group Intermediate Holdings Inc.)
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company and the compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 3.3.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Servicesource International, Inc.), Agreement and Plan of Merger (Corelogic, Inc.)
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company and the compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.3(a) through 4.3(cSection 4.5(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aames Investment Corp)
Corporate Actions. At or prior to the Effective Time, the Company, the board Board of directors Directors of the Company Company, the Special Committee, and the compensation committee Compensation, Nominating and Governance Committee of the board Board of directors Directors of the Company, as applicable, shall adopt any resolutions and will take any such other appropriate actions which are necessary to effectuate implement the provisions of Sections 4.3(a) through 4.3(c)this Section 4.3.
Appears in 1 contract
Corporate Actions. At or prior to the Effective Time, the Company, the board Board of directors Directors of the Company and the compensation committee Compensation Committee of the board Board of directors Directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 2.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genesee & Wyoming Inc)
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company and the executive officer development and compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate implement the provisions of Sections 4.3(a) through 4.3(cand 4.3(b).
Appears in 1 contract
Corporate Actions. At or prior to the Effective Time, the Company, the board Board of directors Directors of the Company and the compensation committee Compensation and Stock Option Committee of the board Board of directors Directors of the Company, as applicable, shall adopt any resolutions and will take any such other appropriate actions which are necessary to effectuate implement the provisions of Sections 4.3(a) through 4.3(c)and 4.3(b) and to terminate the Stock Plans at the Effective Time.
Appears in 1 contract
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company Board and the compensation committee of the board of directors of the CompanyCompany Board, as applicable, shall adopt any resolutions and take take, or cause to be taken, any actions which are necessary or advisable to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 3.2.
Appears in 1 contract
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company and the compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions resolutions, and take any all other actions which are necessary they reasonably believe to effectuate be necessary, to implement the provisions of Sections 4.3(a), (b) through 4.3(cand (c), without paying or incurring any debts or obligations (other than the fees and expenses of counsel) on behalf of the Company or the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bristol West Holdings Inc)
Corporate Actions. At or prior to the Effective Time, the Company, the board Board of directors of the Company Directors and the compensation committee of the board Board of directors of the CompanyDirectors, as applicable, shall adopt any resolutions and use reasonable best efforts to take any actions which are necessary to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 3.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Netshoes (Cayman) Ltd.)
Corporate Actions. At or prior to the Effective Time, the Company, the board Board of directors Directors of the Company and the compensation committee Compensation Committee of the board Board of directors Directors of the Company, as applicable, shall adopt any resolutions and shall take any such other appropriate actions which are necessary to effectuate implement the provisions of Sections 4.3(a) through 4.3(c)Section 3.3 and to terminate the Stock Plans at the Effective Time.
Appears in 1 contract
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company and the organization and compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate implement the provisions of Sections 4.3(a), 4.3(b), 4.3(c) through 4.3(cand 4.3(d).
Appears in 1 contract
Corporate Actions. At or prior to the Effective Time, the Company, the board Board of directors of the Company Directors and the compensation committee of the board of directors of the Companycommittee, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.3(a4.5(a), 4.5(b), 4.5(c) through 4.3(cand 4.5(d).
Appears in 1 contract
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors Company Board and the Compensation Committee of the Company and the compensation committee of the board of directors of the CompanyBoard, as applicable, shall adopt any resolutions and will take any such other appropriate actions which are necessary to effectuate implement the provisions of Sections 4.1(a) (as it relates to Company Restricted Stock) and 4.3(a) through 4.3(c).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Matrixx Initiatives Inc)
Corporate Actions. At or prior to the Effective Time, the Company, the board Board of directors Directors of the Company and the compensation committee of the board Board of directors Directors of the Company, as applicable, shall adopt any resolutions and take take, or cause to be taken, any actions which are necessary or advisable to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 2.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Victoria's Secret & Co.)
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company Board and the compensation committee of the board of directors of the CompanyCompany Board, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 4.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ladenburg Thalmann Financial Services Inc.)
Corporate Actions. (a) At or prior to the Effective Time, the Company, the board of directors of the Company and the compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions and take any actions which are reasonably necessary to effectuate the provisions of Sections 4.3(a) through 4.3(c)Section 4.05.
Appears in 1 contract
Corporate Actions. At or prior to the Effective Time, the Company, the board Board of directors Directors of the Company and the compensation committee of the board Board of directors Directors of the Company, as applicable, shall adopt any resolutions and use reasonable best efforts to take any actions which are necessary to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 3.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ClubCorp Holdings, Inc.)
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors Company Board and the Compensation Committee of the Company and the compensation committee of the board of directors of the CompanyBoard, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 3.3.
Appears in 1 contract
Corporate Actions. At or prior to the Effective Time, the Company, the board Board of directors Directors of the Company and the compensation committee Compensation Committee of the board Board of directors Directors of the Company, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 3.2 and to cause the Company Stock Plans and all rights thereunder to terminate as of the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seacor Holdings Inc /New/)
Corporate Actions. At or prior to the Effective Time, the Company, the board Board of directors Directors of the Company and the compensation (or, if appropriate, any committee of the board Board of directors Directors of the Company, as applicable, Company responsible for administering the Company Equity Plans) shall adopt any resolutions and cause the Company to take any actions which are necessary to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 3.3, including, without limitation, obtaining all necessary consents from award holders.
Appears in 1 contract
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company and the compensation committee of the board of directors of the Company, as applicable, shall adopt any resolutions and take any such other actions which are as necessary or appropriate to effectuate implement the provisions of Sections 4.3(a) through 4.3(c)this SECTION 2.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PRA Health Sciences, Inc.)
Corporate Actions. At or prior to the Effective Time, the Company, the board Board of directors Directors of the Company and the compensation committee Compensation Committee of the board Board of directors Directors of the Company, as applicable, shall adopt any resolutions and will take any such other appropriate actions which are necessary to effectuate implement the provisions of Sections 4.3(a), 4.3(b) through and 4.3(c)) and to terminate the Stock Plans at the Effective Time.
Appears in 1 contract
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company Board and the compensation committee of the board of directors of the CompanyCompany Board, as applicable, shall adopt any resolutions and take any actions which are necessary to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 2.2.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Team Health Holdings Inc.)
Corporate Actions. At or prior to the Effective Time, the Company, the board Board of directors Directors of the Company and the compensation committee Compensation, Nominating and Governance Committee of the board Board of directors Directors of the Company, as applicable, shall adopt any resolutions and take any such other actions which are as such Board or such Committee deems necessary or appropriate to effectuate implement the provisions of Sections 4.3(a) through 4.3(c)this Section 4.03, and, to the extent expressly set forth in Section 4.03 of the Company Disclosure Letter, the Company shall use reasonable best efforts to take such other actions as reasonably requested by Parent.
Appears in 1 contract
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors of the Company Board and the compensation committee of the board of directors of the Companythereof, as applicable, shall adopt any resolutions and take any all actions which are necessary in order to effectuate implement the provisions of Sections 4.3(a) through 4.3(c)this Section 3.3.
Appears in 1 contract
Corporate Actions. At or prior to the Effective Time, the Company, the board of directors Company Board or the Compensation Committee of the Company and the compensation committee of the board of directors of the CompanyBoard, as applicable, shall adopt any resolutions and take any all actions which that are necessary to effectuate the provisions of Sections 4.3(a) through 4.3(c)this Section 2.08.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amtrust Financial Services, Inc.)
Corporate Actions. At or prior to the Effective Time, the Company, the board Board of directors Directors of the Company and the compensation committee Compensation, Nominating and Governance Committee of the board Board of directors Directors of the Company, as applicable, shall adopt any resolutions and take any such other actions which are as such Board or such Committee deems necessary or appropriate to effectuate implement the provisions of Sections 4.3(a) through 4.3(c)this Section 4.03 and, to the extent expressly set forth in Section 4.03 of the Company Disclosure Letter, the Company shall use reasonable best efforts to take such other actions as reasonably requested by Parent.
Appears in 1 contract
