Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 11 contracts
Sources: Merger Agreement (Carrizo Oil & Gas Inc), Merger Agreement (Callon Petroleum Co), Merger Agreement (PNK Entertainment, Inc.)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 10 contracts
Sources: Merger Agreement (KLX Energy Services Holdings, Inc.), Merger Agreement (Atlas Capital Holdings, Inc.), Merger Agreement (Mirant Corp)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock Units (including derivative securities with respect to Parent Common StockUnits) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 8 contracts
Sources: Merger Agreement (SemGroup Corp), Agreement and Plan of Merger (Energy Transfer LP), Merger Agreement
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to ParentCompany, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.
Appears in 6 contracts
Sources: Agreement and Plan of Merger (Chiquita Brands International Inc), Merger Agreement (Cavendish Acquisition Corp), Merger Agreement (Chiquita Brands International Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.
Appears in 6 contracts
Sources: Merger Agreement (Health Net Inc), Merger Agreement (Centene Corp), Merger Agreement (Rockwood Holdings, Inc.)
Section 16 Matters. Prior to the Effective Time, each of Parent and the Company shall take all such steps as may be required necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Company Common Stock (including derivative securities with respect to such Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to such Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 5 contracts
Sources: Merger Agreement (Evoqua Water Technologies Corp.), Agreement and Plan of Merger (Xylem Inc.), Merger Agreement (Neos Therapeutics, Inc.)
Section 16 Matters. Prior to the Effective Time, each of Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to ParentCompany, to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the interpretive guidance set forth by the SEC.
Appears in 4 contracts
Sources: Merger Agreement (Sykes Enterprises Inc), Merger Agreement (Ict Group Inc), Merger Agreement (Wyeth)
Section 16 Matters. Prior to the Effective Time, Company and Parent and the Company shall shall, as applicable, take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) Shares resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act. Upon request, Company shall promptly furnish Parent with all requisite information for Parent to take the actions contemplated by this Section 7.10.
Appears in 4 contracts
Sources: Merger Agreement (Kite Realty Group, L.P.), Merger Agreement (Retail Properties of America, Inc.), Merger Agreement (Inland Diversified Real Estate Trust, Inc.)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall use reasonable best efforts to take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.
Appears in 4 contracts
Sources: Merger Agreement, Merger Agreement (Tribune Media Co), Merger Agreement (Sinclair Broadcast Group Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required (to the extent permitted under Applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act with respect to the Company Company, or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Securities Exchange Act.
Appears in 4 contracts
Sources: Merger Agreement (Strive, Inc.), Merger Agreement (Semler Scientific, Inc.), Merger Agreement (Eaton Vance Corp)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall use reasonable best efforts to take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 4 contracts
Sources: Merger Agreement (Fitlife Brands, Inc.), Merger Agreement (iSatori, Inc.), Merger Agreement (GenOn Energy, Inc.)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such reasonable steps as may be required or appropriate to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or who will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 4 contracts
Sources: Merger Agreement (ExOne Co), Merger Agreement (Desktop Metal, Inc.), Merger Agreement (Flir Systems Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall and Parent shall, as applicable, take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect related to Parent Common Stocksuch stock) resulting from the Merger and the other transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act. Upon request, the Company shall promptly furnish Parent with all requisite information for Parent to take the actions contemplated by this Section 6.12.
Appears in 4 contracts
Sources: Merger Agreement (Signature Office Reit Inc), Merger Agreement (Signature Office Reit Inc), Merger Agreement (Griffin Capital Essential Asset REIT, Inc.)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 4 contracts
Sources: Merger Agreement (Ii-Vi Inc), Merger Agreement (Coherent Inc), Agreement and Plan of Merger (Lumentum Holdings Inc.)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Allegheny Energy, Inc), Merger Agreement (Firstenergy Corp), Merger Agreement
Section 16 Matters. Prior to the Effective Time, each of Parent and the Company shall take all such steps as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to ParentCompany, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (TGC Industries Inc), Merger Agreement (Dawson Geophysical Co), Merger Agreement (TGC Industries Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required (to the extent permitted under applicable law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by Article I of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Water Pik Technologies Inc), Merger Agreement (Probusiness Services Inc), Merger Agreement (Automatic Data Processing Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required (to the extent permitted under Applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act with respect to the Company Company, or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Securities Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Schwab Charles Corp), Merger Agreement (Td Ameritrade Holding Corp), Merger Agreement
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required (to the extent permitted under applicable Legal Requirements and no-action letters issued by the SEC) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities in connection with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Tufco Technologies Inc), Merger Agreement (Green Mountain Coffee Roasters Inc), Merger Agreement (Diedrich Coffee Inc)
Section 16 Matters. Prior to the Effective Time, each of Parent and the Company shall take all such steps as may be required reasonably necessary to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual Person (including any Person who is deemed to be a “director by deputization” under applicable securities laws) who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Sealy Corp), Merger Agreement (Tempur Pedic International Inc), Merger Agreement (HUGHES Telematics, Inc.)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Transactions by each individual Person who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company (including any director designated by any such Person and including any Person to the extent deemed a director by deputization) or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Keypath Education International, Inc.), Merger Agreement (Trean Insurance Group, Inc.), Merger Agreement (Tivity Health, Inc.)
Section 16 Matters. Prior to the Effective Time, Parent and the Company and Parent shall take all such steps as may be required to cause any dispositions of Company Common Stock Shares (including derivative securities with respect to Company Common StockShares) or and any acquisitions of shares of Parent Common Stock (including derivative securities with respect to shares of Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Synnex Corp), Merger Agreement (Synnex Corp), Merger Agreement (Convergys Corp)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.
Appears in 3 contracts
Sources: Merger Agreement (KMG Chemicals Inc), Merger Agreement (Linear Technology Corp /Ca/), Merger Agreement (Analog Devices Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock Shares (including derivative securities with respect to Parent Common StockShares) resulting from the transactions contemplated by this Agreement Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (QLT Inc/Bc), Agreement and Plan of Merger (Insite Vision Inc), Merger Agreement (Insite Vision Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall use reasonable best efforts to take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.
Appears in 2 contracts
Sources: Merger Agreement (Domtar CORP), Merger Agreement (Resolute Forest Products Inc.)
Section 16 Matters. Prior to the Effective Time, each of Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Article I by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to ParentAct, to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the guidance provided by the SEC.
Appears in 2 contracts
Sources: Merger Agreement (Wave Wireless Corp), Merger Agreement (Waverider Communications Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by Article II or Article III of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Bruker Daltonics Inc), Merger Agreement (Bruker Axs Inc)
Section 16 Matters. Prior to the Effective Time, Parent and each of the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) Shares or acquisitions of shares of Parent Common Stock (including including, in each case, derivative securities with respect to Parent Common Stocksecurities) resulting from the transactions contemplated by this Agreement hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will any employee or director of the Company who may become subject to such reporting requirements with respect to Parent, an officer or director of Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Turbochef Technologies Inc), Merger Agreement (Middleby Corp)
Section 16 Matters. Prior to the Effective Time, each of Parent and the Company shall take all such reasonable steps as may be required and are consistent with applicable law and regulations to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock Ordinary Shares (including derivative securities with respect to Parent Common StockOrdinary Shares) resulting from in the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to ParentCompany, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Enstar Group Inc), Merger Agreement (Castlewood Holdings LTD)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common StockStock ) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is a director or executive officer of the Company and subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or Parent, or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Getty Images Holdings, Inc.), Merger Agreement (Shutterstock, Inc.)
Section 16 Matters. Prior to the First Merger Effective Time, Parent and the Company shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock Units (including derivative securities with respect to Company Common StockUnits) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Company, or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Oneok Inc /New/), Merger Agreement (EnLink Midstream, LLC)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as that may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions Merger and the matters contemplated by this Agreement Sections 5.4 and 5.5 by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Legal Requirements.
Appears in 2 contracts
Sources: Merger Agreement (Momentive Global Inc.), Merger Agreement (Momentive Global Inc.)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock Ordinary Shares (including derivative securities with respect to Parent Common StockOrdinary Shares) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Atwood Oceanics Inc), Merger Agreement (Ensco PLC)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of shares of Company Common Stock (including derivative securities with respect to shares of Company Common Stock) or acquisitions of shares of Parent Common Stock Shares (including derivative securities with respect to Parent Common StockShares) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (EQT Corp), Merger Agreement (Equitrans Midstream Corp)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (WHITEWAVE FOODS Co)
Section 16 Matters. Prior to the Effective Time, each of Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual person (including any person who is deemed to be a “director by deputization” under applicable securities laws) who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Silgan Holdings Inc), Merger Agreement (Graham Packaging Co Inc.)
Section 16 Matters. Prior to the Effective Time, each of the Company, Parent and the Company Merger Sub shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the Merger and the other transactions contemplated by this Agreement by each 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 Time or will become be subject to such reporting requirements with respect to Parent, Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (DST Systems Inc), Merger Agreement (SS&C Technologies Holdings Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Parent or the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.
Appears in 2 contracts
Sources: Merger Agreement (Gannett Co., Inc.), Merger Agreement (New Media Investment Group Inc.)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall and Parent shall, as applicable, take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act. Company agrees to promptly furnish Parent with all requisite information necessary for Parent to take the actions contemplated by this Section 7.18.
Appears in 2 contracts
Sources: Merger Agreement (Falmouth Bancorp Inc), Merger Agreement (Independent Bank Corp)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Endologix Inc /De/), Merger Agreement (TriVascular Technologies, Inc.)
Section 16 Matters. Prior to the Effective Time, Parent and each of the Company and Parent shall take all such steps as may be required (to the extent permitted under Applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including including, in each case, derivative securities with respect to Parent Common Stocksecurities) resulting from the transactions contemplated by this Agreement hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Urs Corp /New/), Merger Agreement (Washington Group International Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or and acquisitions of shares of Parent Common Stock Units (including derivative securities with respect to Parent Common StockUnits) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or who, as a result of their relationship with Parent as of or following the Effective Time, will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Aris Water Solutions, Inc.), Merger Agreement (Western Midstream Partners, LP)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall and Parent shall, as applicable, take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect related to Parent Common Stocksuch stock) resulting from the Merger and the other transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act. Upon request, the Company shall promptly furnish Parent with all requisite information for Parent to take the actions contemplated by this Section 6.13.
Appears in 2 contracts
Sources: Merger Agreement (American Realty Capital Properties, Inc.), Merger Agreement (Cole Real Estate Investments, Inc.)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Merger by each individual who is as of immediately prior to the Effective Time subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or who will immediately after the Effective Time become subject to such reporting requirements with respect to Parent, in each case, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Eldorado Resorts, Inc.), Merger Agreement (CAESARS ENTERTAINMENT Corp)
Section 16 Matters. Prior to the Effective Time, Parent Parents and the Company shall take all such steps as may be required (to the extent permitted under applicable law and no action letters thereunder) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Article I by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
Section 16 Matters. Prior to the Effective Time, Parent the Company and the Company Parent shall take all such steps as may be required to cause any dispositions of Company Common Stock Shares (including derivative securities with respect to Company Common StockShares) or or, to the extent applicable, acquisitions of shares of Parent Common Stock Shares (including derivative securities with respect to Parent Common StockShares) resulting from the transactions contemplated by this Agreement Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the U.S. Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to ParentCompany, to be exempt under Rule 16b-3 promulgated under the U.S. Exchange Act.
Appears in 2 contracts
Sources: Arrangement Agreement (Unitedhealth Group Inc), Arrangement Agreement (Catamaran Corp)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be reasonably required to cause any dispositions disposition of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual Person who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such the reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (LVB Acquisition, Inc.), Merger Agreement (Zimmer Holdings Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required (to the extent permitted under Applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act with respect to the Company Company, or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Securities Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Mobile Mini Inc), Merger Agreement (WillScot Corp)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by Applicable Law.
Appears in 2 contracts
Sources: Merger Agreement (Lumentum Holdings Inc.), Merger Agreement (Oclaro, Inc.)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.
Appears in 2 contracts
Sources: Merger Agreement (Office Depot Inc), Merger Agreement (Staples Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall use commercially reasonable efforts to take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with in respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by Article I, Article II or Section 5.06 of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to ParentCompany, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Collateral Therapeutics Inc), Merger Agreement (Collateral Therapeutics Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock Series B Units (including derivative securities with respect to Parent Common StockSeries B Units) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Energy Transfer Equity, L.P.), Merger Agreement (Southern Union Co)
Section 16 Matters. Prior to the Effective Time, Parent and the Company and Parent shall take all such steps as may be required and permitted to cause the transactions contemplated by this Agreement, including any dispositions of shares of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to such shares of Company Common Stock or Parent Common Stock) resulting from the transactions contemplated by this Agreement 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 or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Biomimetic Therapeutics, Inc.), Merger Agreement (Wright Medical Group Inc)
Section 16 Matters. Prior to the First Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Alexion Pharmaceuticals Inc), Agreement and Plan of Reorganization (Synageva Biopharma Corp)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required (to the extent permitted under Applicable Law) to cause any dispositions of Company Common Stock Units (including derivative securities with respect to Company Common StockUnits) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) Shares resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Company, or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Transocean Ltd.), Agreement and Plan of Merger (Transocean Partners LLC)
Section 16 Matters. Prior to the Effective Time, Parent and the Company and Parent shall take all such steps as may be required reasonably necessary to cause any dispositions of shares of Company Common Stock (including derivative securities with respect to Company Common Stocksecurities) or and acquisitions of shares of Parent Common Stock (including derivative securities with respect securities) pursuant to Parent Common Stock) resulting from the transactions contemplated by this Agreement Merger by each individual who is subject to the reporting requirements of Section 16(a) 16 of the Exchange Act with respect to the Company Act, or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (ARBINET Corp), Merger Agreement (Primus Telecommunications Group Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Mergers by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.
Appears in 2 contracts
Sources: Merger Agreement (Ixys Corp /De/), Merger Agreement (Littelfuse Inc /De)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall and Parent shall, as applicable, take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect related to Parent Common Stocksuch stock) resulting from the Merger and the other transactions contemplated by this Agreement by each individual officer or director who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act. Upon request, the Company shall promptly furnish Parent with all requisite information for Parent to take the actions contemplated by this Section 6.13.
Appears in 2 contracts
Sources: Merger Agreement (Ventas Inc), Merger Agreement (American Realty Capital Healthcare Trust Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required (to the extent permitted under applicable law) to cause any dispositions disposition of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by Article I and Article II of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Neon Systems Inc), Merger Agreement (Progress Software Corp /Ma)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall and Parent shall, as applicable, take all such steps as may be required necessary to cause any dispositions of Company Common Stock Shares or acquisitions of Parent Common Shares (including derivative securities with respect to Company Common Stock) Shares or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common StockShares, as applicable) resulting from the Merger or the other transactions contemplated by this Agreement hereby by each individual Person who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to the extent applicable.
Appears in 2 contracts
Sources: Merger Agreement (Diversified Healthcare Trust), Merger Agreement (Office Properties Income Trust)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall will take all such steps as may be required (to the extent permitted under applicable Law) or appropriate to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Company, or will become subject to such reporting requirements with respect to Parentthe Surviving Corporation, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Company Merger Effective Time, Parent and the Company shall and Parent shall, as applicable, take all such steps as may be required to cause any dispositions of shares of Company Common Stock (including derivative securities with respect to shares of Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is is, or may become (as a result of the transactions contemplated by this Agreement), subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, as the case may be, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Prologis, Inc.)
Section 16 Matters. Prior to the Effective TimeExpiration Date, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Applied Micro Circuits Corp)
Section 16 Matters. Prior to the Effective Time, ------------ ------------------ Parent and the Company shall take all such steps as may be required to cause the transactions contemplated by this Agreement, including any dispositions of Company Common Stock (including derivative securities with respect to the Company Common Stock) or and acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement 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 or will become subject to such reporting requirements with respect to Parent, as the case may be, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause the Merger and the transactions contemplated hereby, including any dispositions of Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the No-Action Letter dated January 12, 1999 issued by the SEC regarding such matters.
Appears in 1 contract
Sources: Merger Agreement (Onesource Information Services Inc)
Section 16 Matters. Prior to the Company Merger Effective Time, Parent and the Company shall and Parent shall, as applicable, take all such steps as may be required to cause any dispositions of shares of Company Common Stock (including derivative securities with respect to shares of Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 16b‑3 promulgated under the Exchange Act. Upon request, the Company shall promptly furnish Parent with all requisite information for Parent to take the actions contemplated by this Section 7.12.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Company Merger Effective Time, Parent and the Company shall and Parent shall, as applicable, take all such steps as may be required to cause any dispositions of shares of Company Common Stock (including derivative securities with respect to shares of Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act. Upon request, the Company shall promptly furnish Parent with all requisite information for Parent to take the actions contemplated by this Section 7.12.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall and Parent shall, as applicable, take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act. Company agrees to promptly furnish Parent with all requisite information necessary for Parent to take the actions contemplated by this Section 7.19.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required (to the extent permitted under applicable law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by Article I and Article II of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Acxiom Corp)
Section 16 Matters. Prior to the Effective Time, each of Parent and the Company shall take use all such steps as may be required reasonable efforts, including in accordance with the interpretive guidance set forth by the SEC, to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Transactions by each individual officer or director who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to ParentCompany, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (World Heart Corp)
Section 16 Matters. Prior to the Effective Time, each of Parent and the Company shall take use all such steps as may be required reasonable efforts, including in accordance with the interpretive guidance set forth by the SEC, to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement Transactions by each individual officer or director who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Parent or the Company or will become subject to such reporting requirements with respect to ParentCompany, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Metaldyne Performance Group Inc.)
Section 16 Matters. Prior to the Effective Time, The Company and Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of shares and the acquisition of Parent Common Stock (including derivative securities with respect to Parent Common Stock) , as the case may be, resulting from the transactions contemplated by this Agreement by each individual officer or director of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the No-Action Letter, dated January 12, 1999, issued by the SEC to ▇▇▇▇▇▇▇ ▇▇▇▇.
Appears in 1 contract
Sources: Merger Agreement (Cendant Corp)
Section 16 Matters. Prior to the First Effective Time, the Parent and the Company shall take all such steps as may be required necessary or appropriate to cause the transactions contemplated by this Agreement, including any dispositions of Company Common Stock (including derivative securities with respect to such Company Common Stock) or acquisitions of shares of Parent Class A Common Stock (including derivative securities with respect to Parent such Class A Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is will become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act, if applicable.
Appears in 1 contract
Sources: Merger Agreement (AdaptHealth Corp.)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement First Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall and Parent shall, as applicable, take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) Shares resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act. Company agrees to promptly furnish Parent with all requisite information necessary for Parent to take the actions contemplated by this Section 6.13.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as that may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions Merger and the matters contemplated by this Agreement Sections 5.3 and 5.4 by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Legal Requirements.
Appears in 1 contract
Sources: Merger Agreement (Ansys Inc)
Section 16 Matters. Prior to the Effective Time, Parent and each of the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including including, in each case, derivative securities with respect to Parent Common Stocksecurities) resulting from the transactions contemplated by this Agreement hereby by each individual who is subject to the reporting requirements of of
Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions or acquisitions of equity securities of the Company Common Stock (including derivative securities with respect to Company Common Stocksecurities) or acquisitions or dispositions of shares equity securities of Parent Common Stock (including derivative securities securities) in connection with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual officer or director who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company Company, or any officer or director who will become subject to such reporting requirements with respect to Parent, to be exempt under pursuant to Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (SRC Energy Inc.)
Section 16 Matters. Prior to the Effective Time, Parent and the Company shall and Parent shall, as applicable, take all such steps as may be required to cause any dispositions of Company Common Stock Shares or acquisitions of Parent Common Shares (including derivative securities with respect to Company Common Stock) Shares or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common StockShares, as applicable) resulting from the transactions contemplated by this Agreement Merger or the other Transactions by each individual Person who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to the extent applicable.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, Parent and 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 to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, Parent and the ------------------ Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective TimeClosing Date, Parent and the Company Company, and their respective Boards of Directors, shall use their reasonable best efforts to take all such steps as may be required actions to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt from Section 16(b) of the Exchange Act under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Offer Closing and/or Effective Time, as applicable, Parent and 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 Company Common Stocksuch shares) or acquisitions of shares of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting 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 individual 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 or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange ActCompany.
Appears in 1 contract
Section 16 Matters. Prior to the First Effective Time, Parent and the Company shall take all such steps as may be required to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of shares of Parent Common QVC Series A Stock (including derivative securities with respect to Parent Common QVC Series A Stock) resulting from the transactions Transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Zulily, Inc.)