Compensation Arrangements. Prior to the Effective Time, the Company (acting through its Compensation Committee) will take all steps that may be necessary or advisable to cause each Compensation Arrangement entered into by the Company or any Company Subsidiary on or after the date hereof to be approved by the Compensation Committee comprised solely of “independent directors” (described in the manner described in the last sentence of Section 5.12(h)) as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Medimmune Inc /De), Merger Agreement (Astrazeneca PLC)
Compensation Arrangements. Prior to the Effective Time, the Company (acting through its Compensation Committee) will take all steps that may be necessary or advisable to cause each Compensation Arrangement entered into by the Company or any Company Subsidiary of its Subsidiaries on or after the date hereof to be approved by the Compensation Committee (comprised solely of “"independent directors” (described " determined in the manner described in the last sentence of Section 5.12(h4.17(n)) as an “"employment compensation, severance or other employee benefit arrangement” " within the meaning of Rule 14d-10(d)(2) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Emergent Group Inc/Ny), Merger Agreement (Universal Hospital Services Inc)
Compensation Arrangements. Prior to the Effective Acceptance Time, the Company (acting through its Compensation Committee) will take all steps that may be necessary or advisable to cause each Compensation Arrangement entered into by the Company or any Company Subsidiary of its Subsidiaries on or after the date hereof to be approved by the Compensation Committee (comprised solely of “independent directors” (described determined in the manner described in the last sentence of Section 5.12(h3.16(b)) as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Hawk Corp), Merger Agreement (Carlisle Companies Inc)
Compensation Arrangements. Prior to the Effective TimeClosing, the Company (acting through its Compensation Committee) will take all steps that may be necessary or advisable to cause each Compensation Arrangement entered into by that has not previously been subject to the Company or any Company Subsidiary on or after the date hereof Compensation Arrangement Approvals described in Section 5.18(i) to be approved by the Compensation Committee (comprised solely of “independent directors” (described determined in the manner described in the last sentence of Section 5.12(h5.18(i)) as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) of the Exchange Act.
Appears in 2 contracts
Sources: Transaction Agreement, Transaction Agreement (Foundation Medicine, Inc.)
Compensation Arrangements. Prior to the Effective Time, the Company (acting through its Compensation Committee) will take all steps that may be necessary or advisable to cause each Compensation Arrangement entered into by that has not previously been subject to the Company or any Company Subsidiary on or after the date hereof Compensation Arrangement Approvals described in Section 4.18(h) to be approved by the Compensation Committee (comprised solely of “independent directors” (described determined in the manner described in the last sentence of Section 5.12(h4.18(h)) as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) of under the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Sears Hometown & Outlet Stores, Inc.)