Common use of Section 16 Matters Clause in Contracts

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

Section 16 Matters. Prior to the Effective Time, the Company shall, and shall be permitted to, take all such steps as may reasonably be required necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act Transactions, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesany Company Compensatory Awards) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result directly resulting from the transactions contemplated by this Agreement Merger by each director or officer of the Company individual who is will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeTime to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by Article I of this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of be exempt under Rule 16b-3 promulgated under the Exchange Act with respect to the Company immediately prior to the Effective TimeAct.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may reasonably be required necessary and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Company Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall will take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock equity securities (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to be exempt under Rule 16b-3 promulgated under the Company immediately prior to the Effective TimeExchange Act.

Section 16 Matters. Prior to Promptly after the Effective Timedate hereof, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharessecurities) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the Effective Timeextent permitted by Applicable Law.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the Offer, the Merger and the other transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including Company Stock Options or any other derivative securities with respect to such sharesCompany Shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act, such steps to be taken in accordance with the interpretive guidance set forth by the SEC.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the Offer, the Merger and the other transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the Offer, the Merger and the other transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable Legal Requirements) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by Article I of this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required reasonably necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares or Preferred Shares (including derivative securities with respect to such sharesShares or Preferred Shares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement Transactions by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall will take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesCompany Shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under Applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall will take all such steps as may be required reasonably necessary or advisable hereto to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares disposition of Company Common Stock Shares (including derivative securities with respect to such sharesCompany Common Shares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may reasonably be required necessary and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Acceptance Time, the Company shall (and is permitted to) take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock in connection with the Transactions (including derivative securities with respect to of such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by Article I of this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Company Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause any acquisitions or dispositions of Company Common Stock (including derivative securities with respect thereto), in each case resulting from the Transactions, by each individual who is subject to Section 16 of the Exchange Act with respect to Company to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeAct.

Section 16 Matters. Prior to the Effective Time, the Company shall and shall be permitted to, take all such steps as may reasonably be required necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock Shares (including any derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Exchange Effective Time, the Company shall take all such steps as may be required and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesthereto) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) be exempt under Rule 16b-3 of the Exchange Act with respect to the Company immediately prior to the Effective TimeAct.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesthereto) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) be exempt under Rule 16b-3 of the Exchange Act with respect to the Company immediately prior to the Effective TimeAct.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall, and shall be permitted to, take all such steps as may reasonably be required necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including any derivative securities with respect to such sharesshares of Company Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall will take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall, and shall be permitted to, take all such steps as may reasonably be required necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect any Company Common Stock Options or shares subject to such sharesCompany Restricted Stock Awards) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under Applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act. The Company acknowledges that all such above reference dispositions are compensatory in nature.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps actions as may be required reasonably necessary or appropriate to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including and derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Company to be exempt under Rule 16b-3 promulgated under the Company immediately prior to the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall, and shall be permitted to, take all such steps as may reasonably be required necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including any derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharessecurities) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the Effective Timeextent permitted by Applicable Law.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act Act, any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the Offer, the Merger and the other transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall will be entitled to take all such steps as may reasonably be required necessary and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act Transactions, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Company Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required use reasonable best efforts to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act (or who will become subject to the reporting requirements of Section 16(a) of the Exchange Act as a result of the transactions contemplated hereby) with respect to equity securities of the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall will take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director Director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesCompany Shares and Options) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement Transactions by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

Section 16 Matters. Prior to the Effective Time, the Company shall, and shall be permitted to, take all such steps as may reasonably be required necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesany Company Common Stock Options or shares of Company Restricted Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result or acquisitions of Parent Common Shares (including derivative securities with respect to Parent Common Shares) resulting from the transactions contemplated by this Agreement Article II or III by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the The Company shall take all such steps as may be required necessary or appropriate to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act ensure that any dispositions of shares of Company Common Stock and Company Preferred Stock (including derivative securities with respect related to such sharesstock) that are treated as dispositions under such rule and result resulting from the Mergers and the other transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeTime are exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Class A Common Stock or Class B Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Purchase Time, the Company shall take all such steps as may be required (to the extent permitted under applicable law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by ARTICLE I of this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required reasonably necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act Transactions and any other dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesCompany Shares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement Transactions by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-5 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective TimeOffer Closing, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the Offer, the Merger and the other transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective TimeClosing, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the Minority Offer and the other transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall, and shall be permitted to, take all such steps as may reasonably be required necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesany Company Options or shares of Company Restricted Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required reasonably necessary or advisable to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including and derivative securities with respect to such shares) that are treated as dispositions under such rule and result from Company Common Stock pursuant to the transactions contemplated by this Agreement by each director or officer of the Company individual who is or may be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeTime to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required reasonably necessary or advisable to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule Section 16 of the Exchange Act and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under Applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act. The Company acknowledges that all such above referenced dispositions are compensatory in nature.

Section 16 Matters. Prior rior to the Effective Time, the Company shall take all such steps as may be required reasonably necessary or advisable to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule Section 16 of the Exchange Act and result from the transactions contemplated by this Agreement Contemplated Transactions by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Company to be exempt under Rule 16b-3 promulgated under the Company immediately prior to the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such reasonable steps as may be required (to the extent permitted under applicable law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by Article I of this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall be permitted to take all such steps as may be required reasonably necessary or advisable to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesCompany Common Shares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the Offer, the Merger and the other the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall, and shall be permitted to, take all such steps as may reasonably be required necessary to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock Shares (including any derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company Person who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall will take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares disposition of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are is treated as dispositions a disposition under such rule and result results from the transactions contemplated by this Agreement Transactions by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the The Company shall take all such steps as may be required necessary or appropriate to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act ensure that any dispositions of shares of Company Common Stock (including derivative securities with respect related to such sharesstock) that are treated as dispositions under such rule and result resulting from the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeTime are exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Ordinary Shares (including derivative securities with respect to such sharesCompany Ordinary Shares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required are necessary in order to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement Transactions by each director or officer of the Company individual who is subject to the reporting requirements of Section section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required necessary or appropriate to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Company Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required or appropriate (to the extent permitted under applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by Article I of this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities of Company Common Stock) in connection with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement Contemplated Transactions, by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to Promptly after the Effective Timedate hereof, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the Effective Timeextent permitted by Applicable Law.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock equity securities (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to be exempt under Rule 16b-3 promulgated under the Company immediately prior to the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may reasonably be required necessary and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including (a) any dispositions of shares of Company Common Stock (including Company Restricted Stock and derivative securities with respect to such sharesshares of Company Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, and (b) the conversion of Company immediately prior Stock Options as contemplated by Section 4.5 hereof, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the ------------------ Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions to the Company under such rule and result from the transactions contemplated by Article I or Article II of this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule or any acquisitions of shares of Parent Common Stock (including derivative securities with respect to such shares) and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesCompany Common Shares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the Offer, the Merger and the other transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent not prohibited under applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Company Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement Article IV by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock and any other dispositions of equity securities of the Company (including derivative securities with respect to such sharessecurities) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement Merger or any of the other Transactions by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required reasonably requested by any party hereto to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result or acquisitions of derivative securities with respect to Parent Common Stock resulting from the transactions contemplated by Article I and Section 5.8 of this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Company to be exempt under Rule 16b-3 promulgated under the Company immediately prior to the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required use reasonably best efforts to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the Offer, the Merger and the other transactions contemplated by this Agreement hereby by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable Law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement Article I by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may reasonably be required necessary and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act Transactions, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall be entitled to take all such steps as may reasonably be required necessary and permitted to cause to be exempt the transactions contemplated under Rule 16b-3 promulgated under the Exchange Act this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may reasonably be required necessary and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including (a) any dispositions of shares of Company Common Stock (including Company Stock Units and other derivative securities with respect to such sharesshares of Company Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, and (b) the conversion of Company immediately prior Options as contemplated by Section 4.5 hereof, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may reasonably be required necessary and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesShares of Company Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required (to the extent permitted under applicable law) to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares disposition of Company Common Stock (including derivative securities with respect to such sharesCompany Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by Article I of this Agreement by each director or officer Company Insider to be exempt under Rule 16b-3 promulgated under the Exchange Act. "COMPANY INSIDERS" shall mean those officers and directors of the Company who is are be subject to the reporting requirements requirement of Section 16(a16(b) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may reasonably be required necessary and permitted to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule shares of Company Common Stock and result from including the transactions contemplated by this Agreement by each director or officer deemed disposition and cancellation of the Company Stock Options in the Merger) by each individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps actions as may be required or reasonably advisable to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Company Common Stock) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior Company, to be exempt under Rule 16b-3 promulgated under the Effective TimeExchange Act.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock and Company Preferred Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take use all such steps as may be required reasonable efforts to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock Shares (including derivative securities with respect to such sharesShares) that are treated as dispositions under such rule and result resulting from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act (or who will become subject to the reporting requirements of Section 16(a) of the Exchange Act as a result of the transactions contemplated hereby) with respect to equity securities of the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall will take all such steps as may be required reasonably necessary or advisable hereto to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of or conversions into shares of Company Common Stock (including derivative securities with respect to such sharesshares of Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement or the Purchase and Sale Agreement by each director, director by deputization, or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.

Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be required reasonably necessary or advisable hereto to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such sharesshares of Common Stock) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective TimeCompany.