Certain Acknowledgments. Parent, Holdings and Company hereby irrevocably acknowledge and agree that: (i) the consummation of the Specified Exchange by each of the Stockholders shall be exempt from the operation of Section 16(b) of the Exchange Act; and (ii) the fair market value of each of the LLC Units owned by each of the Stockholders that are exchanged for shares of Company Class A Common Stock pursuant to the Specified Exchange is equal to the Merger Consideration and, as such, there is no profit or gain realized by any of the Stockholders upon the sale or other disposition of any such shares of Company Class A Common Stock pursuant to the Merger.
Appears in 4 contracts
Sources: Exchange and Termination Agreement (United Rentals North America Inc), Exchange and Termination Agreement (Neff Corp), Exchange and Termination Agreement (Neff Corp)
Certain Acknowledgments. Parent, Holdings and Company hereby irrevocably acknowledge and agree that:
(i) the consummation of the Specified Exchange by each of the Stockholders LLC Optionholders shall be exempt from the operation of Section 16(b) of the Exchange Act; and
(ii) the fair market value of each of the LLC Units owned by each of the Stockholders LLC Optionholders that are exchanged for shares of Company Class A Common Stock pursuant to the Specified Exchange is equal to the Merger Consideration and, as such, there is no profit or gain realized by any of the Stockholders LLC Optionholders upon the sale or other disposition of any such shares of Company Class A Common Stock pursuant to the Merger.
Appears in 4 contracts
Sources: Exchange and Termination Agreement (Neff Corp), Exchange and Termination Agreement (United Rentals North America Inc), Exchange and Termination Agreement (H&E Equipment Services, Inc.)