Matters. Prior to the Acceptance Time, the Company (acting through the Company Board) shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its Subsidiaries as of or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Hillshire Brands Co), Merger Agreement (Tyson Foods Inc), Merger Agreement (Tyson Foods Inc)
Matters. Prior to the Acceptance TimeOffer Closing, the Company (acting through the compensation committee of the Company Board) shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its Subsidiaries as a Subsidiary of the Company on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Randstad North America, L.P.), Merger Agreement (SFN Group Inc.), Merger Agreement (Tasty Baking Co)
Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) shall will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its the Company Subsidiaries as of on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Quest Diagnostics Inc), Merger Agreement (Celera CORP), Merger Agreement (Lilly Eli & Co)
Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) shall will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its the Company Subsidiaries as of on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d–10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d–10(d) under the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Complete Genomics Inc), Merger Agreement (GCP Sunshine Acquisition, Inc. A Delaware Corp), Agreement and Plan of Merger (American Land Lease Inc)
Matters. Prior to the Acceptance Time, the Company (acting through the compensation committee of the Company Board) shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its Subsidiaries as of on or after the date hereof and before the Acceptance Time with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d−10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d−10(d) under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (North American Galvanizing & Coatings Inc), Merger Agreement (Azz Inc)
Matters. Prior to the Acceptance TimeExpiration Date, the Company (acting through the compensation committee of the Company Board) shall take all such steps as may be required to cause each agreement, agreement and arrangement or understanding entered into by the Company or its Subsidiaries as a Subsidiary of the Company on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment employment, compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Blackbaud Inc), Merger Agreement (Convio, Inc.)
Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) shall will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company, CPS or the Company or its Subsidiaries as of on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (General Electric Co), Merger Agreement (Clarient, Inc)
Matters. Prior to the Acceptance Time, the Company (acting through the compensation committee of the Company BoardBoard of Directors) shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its the Company Subsidiaries as of on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Cougar Biotechnology, Inc.), Merger Agreement (Johnson & Johnson)
Matters. Prior to the Acceptance Time, the Company (acting through the compensation committee of the Company Board) shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or any of its Subsidiaries as of or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Trustco Holdings, Inc.), Merger Agreement (Health Fitness Corp /MN/)
Matters. Prior to the Acceptance Time, the Company (acting through the compensation committee of the Company Board) shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its Subsidiaries as of on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (I Flow Corp /De/), Merger Agreement (Kimberly Clark Corp)
Matters. Prior to the Acceptance Appointment Time, the Company (acting through the Company Boardcompensation committee of the Board of Directors) shall will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its the Company Subsidiaries as of on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Danaher Corp /De/), Merger Agreement (Beckman Coulter Inc)
Matters. Prior to the Acceptance Time, the Company (acting through the Company BoardBoard and its Compensation Committee) shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its Subsidiaries as of or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “exempt under amended Rule 14d-10(c) promulgated under the Exchange Act any employment compensation, severance or other employee benefit arrangement” arrangements (including any payments made or to be made or benefits granted or to be granted according to such arrangements) that have been or will be entered into by the Company, Parent or any of their respective Affiliates with any security holder of the Company and to insure that any such arrangements fall within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Actprovisions of such rule.
Appears in 2 contracts
Sources: Merger Agreement (Barrier Therapeutics Inc), Merger Agreement (Stiefel Laboratories, Inc.)
Matters. Prior to the Acceptance TimeOffer Closing, the Company (acting through the compensation committee of the Company Board) shall take all such steps as may be required to cause each agreement, arrangement or understanding Contract entered into by the Company or its Subsidiaries as a Subsidiary of the Company on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Pep Boys Manny Moe & Jack), Merger Agreement (Icahn Enterprises Holdings L.P.)
Matters. Prior to the Acceptance TimeClosing, the Company (acting through the compensation committee of the Company Board) shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its Subsidiaries as a Subsidiary of the Company on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.
Appears in 1 contract
Matters. Prior to the Acceptance Time, the Company (acting through the compensation committee of the Company Board) shall take all such steps as may be required to cause each agreement, arrangement arrangement, or understanding entered into by the Company or its Subsidiaries as of a Company Subsidiary on or after the date hereof with any of its officers, directors directors, or employees pursuant to which consideration is paid to such officer, director director, or employee to be approved as an “employment compensation, severance severance, or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Resonant Inc)
Matters. Prior to the Acceptance Appointment Time, the Company (acting through the Company BoardCompensation Committee of the Company’s Board of Directors) shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its Subsidiaries as of on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d–10(d)(1) under the Exchange Act and to satisfy the requirements of the non-–exclusive safe harbor set forth in Rule 14d-10(d14d–10(d) under the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (iPCS, INC)
Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) shall will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its the Company Subsidiaries as of on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d−10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d−10(d) under the Exchange Act.
Appears in 1 contract
Matters. Prior to the Acceptance TimeOffer Closing, the Company (acting through the compensation committee of the Company Board) shall take all such steps as may be required to cause each agreement, arrangement arrangement, or understanding entered into by the Company or its Subsidiaries as a Subsidiary of the Company on or after the date hereof with any of its officers, directors directors, or employees pursuant to which consideration is paid to such officer, director director, or employee to be approved as an “employment compensation, severance severance, or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.
Appears in 1 contract
Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its Subsidiaries as of on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d–10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d–10(d) under the Exchange Act.
Appears in 1 contract
Matters. Prior The Company has agreed that, prior to the Acceptance Time, the Company (acting through compensation committee of the Company BoardBoard will have (a) shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its Subsidiaries as of or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act Act, any agreement, plan, program, arrangement or understanding entered into or established by the Company with or on behalf of its officers, directors or employees, in each case, at or prior to the Expiration Time, including any amendment or modification thereto, and (b) taken all steps reasonably necessary to satisfy the requirements of the non-exclusive safe harbor set forth in under Rule 14d-10(d14d-10(d)(2) under the Exchange ActAct with respect to such agreement, plan, program, arrangement or understanding.
Appears in 1 contract
Matters. Prior to the Acceptance Time, the Company (acting through the Company Boardcompensation committee of the Board of Directors) shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its Subsidiaries as a Subsidiary of the Company on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d-10(d)(2) under the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (X Rite Inc)
Matters. Prior to the Acceptance Time, the Company (acting through the compensation committee of the Company Board) shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its Subsidiaries as of on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d−10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d−10(d) under the Exchange Act.
Appears in 1 contract
Matters. Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) shall will take all such steps as may be required to cause each agreement, arrangement or understanding understanding, if any, entered into by the Company or its Subsidiaries as of the Company Subsidiary on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Microfluidics International Corp)
Matters. Prior to the Acceptance Time, the Company (acting through the Company Boardcompensation committee of the Board of Directors) shall will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its the Company Subsidiaries as of prior to, on or after the date hereof with any of its current or former officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d–10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d–10(d) under the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Volcom Inc)
Matters. Prior to the Acceptance Time, the Company (acting through the Company Boardcompensation committee of the Board of Directors) shall will take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its the Company Subsidiaries as of on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.
Appears in 1 contract
Matters. Prior to the Acceptance Time, the Company (acting through the compensation committee of the Company Board) shall take all such steps as may be required to cause each agreement, arrangement or understanding entered into by the Company or its Subsidiaries as of on or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(114d–10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d14d–10(d) under the Exchange Act.
Appears in 1 contract
Matters. Prior to the Acceptance Time, the Company (acting through the Company Board) shall take all such steps as may reasonably be required to cause each agreement, arrangement or understanding entered into by the Company or its Subsidiaries as of or after the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) under the Exchange Act.
Appears in 1 contract