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

Exemption from Liability Under Section 16(b). Prior to the Effective Time, Parent and Company shall each take all such steps as may be necessary or appropriate, and the parties shall cooperate with each other as necessary, to cause any deemed disposition of shares of Company Common Stock or conversion of any derivative securities in respect of such shares of Company Common Stock or any deemed acquisition of shares of Parent Common Stock by an individual who after the Merger is expected to be subject to Section 16(b) of the Exchange Act with respect to Parent, in each case in connection with the consummation of the transactions contemplated by this Agreement, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pma Capital Corp), Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Landamerica Financial Group Inc)

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Exemption from Liability Under Section 16(b). Prior to the Effective Time, Parent and Company shall each take all such steps as may be reasonably necessary or appropriate, and the parties shall cooperate with each other as necessary, to cause any deemed disposition of shares of Company Common Stock or conversion of any derivative securities in respect of such shares of Company Common Stock or any deemed acquisition of shares of Parent Common Stock by an individual who after the Merger is expected to be subject to Section 16(b) of the Exchange Act with respect to Parent, in each case in connection with the consummation of the transactions contemplated by this Agreement, Agreement to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Bank of America Corp /De/), Agreement and Plan of Merger (Merrill Lynch & Co., Inc.), Agreement and Plan of Merger (Merrill Lynch & Co Inc)

Exemption from Liability Under Section 16(b). Prior to the Exchange Effective Time, Parent and the Company shall each take all such steps as may be necessary or appropriate, and the parties shall cooperate with each other as necessary, appropriate to cause any deemed disposition of shares of Company Common Stock or conversion of any derivative securities in respect of such shares of Company Common Stock or any deemed acquisition of shares of Parent Common Stock by an individual who after the Merger is expected to be subject to Section 16(b) of the Exchange Act with respect to Parent, in each case in connection with the consummation of the transactions contemplated by this Agreement, Agreement to be exempt under Rule 16b-3 promulgated under the Exchange 1934 Act.

Appears in 2 contracts

Samples: Shareholder Agreement (Banco Santander, S.A.), Transaction Agreement (Sovereign Bancorp Inc)

Exemption from Liability Under Section 16(b). Prior to the Effective Time, Parent and the Company shall each take all such steps as may be necessary or appropriate, and the parties shall cooperate with each other as necessary, appropriate to cause any deemed disposition of shares of Company Common Stock (or conversion of any derivative securities in respect of such shares of Company Common Stock or Stock) and any deemed acquisition of shares of Parent Common Stock (or any derivative securities in respect of Parent Common Stock) by an each individual who after the Merger is expected to be subject to the reporting requirements of Section 16(b16(a) of the Exchange Act with respect to the Company, or will become subject to such reporting requirements with respect to Parent, in each case in connection with the consummation of the transactions contemplated by this Agreement, Agreement to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Yodlee Inc), Agreement and Plan of Merger (Envestnet, Inc.)

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Exemption from Liability Under Section 16(b). Prior to the Effective Time, Parent and the Company shall each take all such steps as may be necessary or appropriate, and the parties shall cooperate with each other as necessary, appropriate to cause any deemed disposition of shares of Company Common Stock (or conversion of any derivative securities in respect of such shares of Company Common Stock or Stock) and any deemed acquisition of shares of Parent Common Stock Shares (or any derivative securities in respect of Parent Common Shares) by an each individual who after the Merger is expected to be subject to the reporting requirements of Section 16(b16(a) of the Exchange Act with respect to the Company, or will become subject to such reporting requirements with respect to Parent, in each case in connection with the consummation of the transactions contemplated by this Agreement, Agreement to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chubb Corp), Agreement and Plan of Merger

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