Rule 14d-10 Matters definition

Rule 14d-10 Matters. All amounts payable to Company Stockholders and the holders of other Company securities (“Covered Securityholders”) pursuant to the Company Plans (a) are being 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 (b) are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. The compensation committee of the Company Board (each member of which the Company Board determined is an “independent director” within the meaning of the applicable NASDAQ rules and is an “independent director” in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act) (i) at a meeting duly called and held at which all members of the compensation committee were present, duly and unanimously adopted resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (A) each Company Stock Plan and (B) the treatment of the Company Equity Awards in accordance with the terms set forth herein, the applicable Company Stock Plans and any applicable Company Plans, which resolutions have not been rescinded, modified or withdrawn in any way, and (ii) has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d) under the Exchange Act with respect to the foregoing arrangements.
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Examples of Rule 14d-10 Matters in a sentence

  • Rule 14d-10 Matters 37 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 37 Section 5.01.

  • Rule 14d-10 Matters Prior to the expiration of the applicable acceptance period, the Company shall use reasonable best efforts 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 Heads of Agreement will be, entered into by the Company with current or future directors, officers or employees of the Company.

Related to Rule 14d-10 Matters

  • Rule 15c2-12 means Rule 15c2-12 under the Securities Exchange Act of 1934, as amended through the date of this Undertaking, including any official interpretations thereof.

  • SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act.

  • Rule 159A “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

  • Rule 134 “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 430A,” “Rule 430B,” “Rule 433” and “Rule 462” refer to such rules under the Act.

  • Exchange Act Regulations means the General Rules and Regulations under the Exchange Act.

  • Rule 17f-7 means Rule 17f-7 promulgated under the 1940 Act.

  • Schedule 14D-9 has the meaning set forth in Section 1.02(a).

  • Rule 433 and “Rule 462” refer to such rules under the Act.

  • 1933 Act Regulations means the rules and regulations of the Commission under the 1933 Act.

  • Rule 16b-3 means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

  • Exchange Act means the Securities Exchange Act of 1934, as amended.

  • 1934 Exchange Act means the Securities Exchange Act of 1934 of the United States, as amended, and the rules and regulations thereunder as now in effect or as the same may from time to time be amended, re-enacted or replaced;

  • Rule 497 refers to Rule 497(c) or 497(h) under the Act, as applicable.

  • Rule 173 “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Rule 145 means Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

  • Communications Act means the Communications Act of 1934, and any similar or successor federal statute, and the rules and regulations of the FCC thereunder, all as amended and as the same may be in effect from time to time.

  • 1940 Act Rules and Regulations means the rules and regulations of the Commission under the 1940 Act.

  • SEC means the Securities and Exchange Commission.

  • Rule 163 “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Schedule 13E-3 has the meaning specified in Section 4.2(a).

  • Rule 17f-5 means Rule 17f-5 promulgated under the 1940 Act.

  • Rule 424 means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

  • Securities Exchange Act of 1934 means the United States Securities Exchange Act of 1934, as from time to time amended.

  • U.S. Exchange Act means the United States Securities Exchange Act of 1934, as amended;

  • (14A) domestic support obligation’ means a