Common use of Necessary Actions Clause in Contracts

Necessary Actions. Prior to the Effective Time, and subject to the review and reasonable approval of Parent, the Company shall take all actions necessary to effect the transactions anticipated by this Section 1.6(c) under all Company Options, Company RSUs, the Plan, and any other plan or arrangement of the Company (whether written or oral, formal or informal), including determination by the administrator of the Plan that the treatment of Company Options and Company RSUs as contemplated by this Section 1.6(c) is permissible under the terms of the Plan and the applicable equity award agreements, delivering all required notices, obtaining all necessary approvals and consents, and delivering evidence satisfactory to Parent that all necessary determinations by the Company’s Board of Directors or applicable committee of the Company’s Board of Directors to terminate and/or cash out Company Options and Company RSUs in accordance with this Section 1.6(c) have been made.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Salesforce Com Inc)

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Necessary Actions. Prior to the Effective Time, and subject to the review and reasonable approval of Parent, the Company shall take all actions necessary to effect the transactions anticipated by this Section 1.6(c) under all Company Options, Company RSUs, the Plan, and any other plan or arrangement of the Company (whether written or oral, formal or informal)) governing the terms of any Company Options, including determination by the administrator administrators of the Plan that the treatment of Company Options and Company RSUs as contemplated by this Section 1.6(c) is permissible under the terms of the Plan and the applicable equity award agreements, delivering all required notices, obtaining all necessary approvals and consents, and delivering evidence satisfactory to Parent that all necessary determinations by the Company’s Company Board of Directors or applicable committee of the Company’s Company Board of Directors to convert or terminate and/or cash out the Company Options and Company RSUs in accordance with this Section 1.6(c) have been made).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)

Necessary Actions. Prior to the Effective Time, and subject to the prior review and reasonable approval of Parent, which approval shall not be unreasonably withheld or delayed, the Company shall take all actions necessary to effect the transactions anticipated by this Section 1.6(c) 1.6 under all Company Options, Company RSUs, the Plan, Stock Plans and any other plan or arrangement of the Company Contract (whether written or oral, formal or informal), including the determination by the administrator of the Plan Stock Plans that the treatment of Company Options and Company RSUs as contemplated by this Section 1.6(c) 1.6 is permissible under the terms of the Plan Stock Plans and the applicable equity award agreements, delivering all required notices, obtaining all necessary approvals and consents, consents and delivering evidence reasonably satisfactory to Parent that all necessary determinations by the Company’s Board of Directors or applicable committee of the Company’s Board of Directors to terminate and/or cash out and/or terminate all of the Company Options and Company RSUs in accordance with this Section 1.6(c) 1.6 have been made.

Appears in 1 contract

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

Necessary Actions. Prior to the Effective Time, and subject to the prior review and reasonable approval of Parent, the Company shall take all actions necessary to accelerate any unvested portion of Company Options and to effect the transactions anticipated by this Section 1.6(c1.3(c) under all Company Options, Company RSUs, the Plan, Plan and any other plan or arrangement of the Contract applicable to any Company Option (whether written or oral, formal or informal), including the determination by the administrator of the Plan that the treatment of Company Options and Company RSUs as contemplated by this Section 1.6(c1.3(c) is permissible under the terms of the Plan and the applicable equity award agreements, delivering all required notices, obtaining all necessary approvals and consents, and delivering evidence satisfactory to Parent that all necessary determinations by the Company’s Board of Directors or applicable committee of the Company’s Board of Directors to cash out, terminate and/or cash out or provide for the substitution of all Company Options and Company RSUs in accordance with this Section 1.6(c1.3(c)(ii) have been made.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Square, Inc.)

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Necessary Actions. Prior to the Effective Time, and subject to the review and reasonable approval of by Parent, the Company shall take all actions necessary to effect the transactions anticipated by this Section 1.6(c) under all Company Options, Company RSUsOption agreements, the Plan, and any other plan or arrangement of the Company (whether written or oral, formal or informal), including determination by the administrator of the Plan that the treatment of Company Options and Company RSUs as contemplated by this Section 1.6(c) is permissible under the terms of the Plan and the applicable equity award agreements, delivering all required notices, obtaining all necessary approvals and consents, and delivering evidence satisfactory to Parent that all necessary determinations by the Company’s Board of Directors or applicable committee of the Company’s Board of Directors to terminate and/or cash out Company Options and Company RSUs in accordance with this Section 1.6(c) have been made.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Electronic Arts Inc.)

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