Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options pursuant to this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 5 contracts
Sources: Merger Agreement, Agreement and Plan of Merger (Dreams Inc), Merger Agreement (Dreams Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares (including Company Restricted Shares), Company RSUs or Company Options pursuant to this Agreement or Common Shares pursuant to Agreement, and the Merger shall will be an exempt transaction for purposes of Section 16.
Appears in 5 contracts
Sources: Merger Agreement, Merger Agreement (Reckitt Benckiser Group PLC), Merger Agreement (Schiff Nutrition International, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement or Common Shares pursuant to Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 5 contracts
Sources: Merger Agreement, Merger Agreement (Allergan Inc), Merger Agreement (MAP Pharmaceuticals, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate a duly authorized committee of non-employee directors thereof, shall will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options Shares pursuant to this Agreement or Common Shares pursuant to and the Merger shall will be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 5 contracts
Sources: Merger Agreement (Alaska Air Group, Inc.), Merger Agreement (Jetblue Airways Corp), Merger Agreement (Spirit Airlines, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options Shares and Company Equity Awards pursuant to this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (William Lyon Homes), Merger Agreement (Taylor Morrison Home Corp), Agreement and Plan of Merger (Taylor Morrison Home Corp)
Section 16 Matters. Prior to the Effective Share Acceptance Time, the Company Board, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of equity securities of the Company pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options pursuant to this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 4 contracts
Sources: Merger Agreement (HeartWare International, Inc.), Merger Agreement (COV Delaware Corp), Merger Agreement (Ev3 Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or other Equity Interests in the Company Options (including Company Options, Restricted Stock and RSUs) pursuant to this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 3 contracts
Sources: Merger Agreement (Central Vermont Public Service Corp), Merger Agreement (Central Vermont Public Service Corp), Merger Agreement (Central Vermont Public Service Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act Act, and the rules and regulations thereunder (“Section 16”) ), of Company Options Shares and Company Equity Awards pursuant to this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 3 contracts
Sources: Merger Agreement (Landsea Homes Corp), Merger Agreement (Trecora Resources), Merger Agreement (New Home Co Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options Common Stock or Company Stock Award pursuant to this Agreement or Common Shares pursuant to in connection with the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Enstar Group LTD), Merger Agreement (SeaBright Holdings, Inc.), Agreement and Plan of Merger (First Mercury Financial Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares (including Company RSAs), Company RSUs or Company Options pursuant to this Agreement or Common Shares pursuant to and the Merger shall will be an exempt transaction for purposes of Section 16.
Appears in 3 contracts
Sources: Merger Agreement (Alaska Air Group, Inc.), Merger Agreement (Alaska Air Group, Inc.), Merger Agreement (Virgin America Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder (“Section 16”) of Shares or Company Stock Options pursuant to this Agreement or Common Shares pursuant to Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (Stryker Corp), Merger Agreement (Orthovita Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options Accelerated Equity Awards pursuant to this Agreement or Common Shares pursuant to and the Merger shall will be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (Ch2m Hill Companies LTD), Merger Agreement (Jacobs Engineering Group Inc /De/)
Section 16 Matters. Prior to the Effective Time, Time the Board of Directors of the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of shares of Company Common Stock, Company Options or Company RSUs pursuant to this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Andrx Corp /De/), Merger Agreement (Watson Pharmaceuticals Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of shares of Company Common Stock and Company Stock Options pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options pursuant to this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Us Home Systems Inc), Merger Agreement (Micrus Endovascular Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company Company, who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and (together with the rules and regulations thereunder (promulgated thereunder, “Section 16”) ), of Shares or Company Stock Options pursuant to this the Offer, this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (Inamed Corp), Merger Agreement (Allergan Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Shares or Options pursuant to this Agreement or Common Shares pursuant to Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (Pulmuone Cornerstone Corp), Merger Agreement (Monterey Gourmet Foods)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement or Common Shares pursuant to Agreement, and the Merger Offer and the Merger, shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (Interclick, Inc.), Merger Agreement (Yahoo Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement or Common Shares pursuant to Agreement, the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (Salix Pharmaceuticals LTD), Merger Agreement (Valeant Pharmaceuticals International, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, Board shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of shares of Company Common Stock or Company Options pursuant to this Agreement or Common Shares pursuant to Agreement, the Offer and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Comsys It Partners Inc), Merger Agreement (Manpower Inc /Wi/)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares (including the disposition of shares of Company Restricted Stock), Company Options and Shares acquired upon the vesting of any Company RSUs, pursuant to this Agreement or Common Shares pursuant to Agreement, and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (Concur Technologies Inc), Merger Agreement (Concur Technologies Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company Options and Shares acquired upon the settlement of any Company RSUs pursuant to this Agreement or Common Shares pursuant to Agreement, and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act and the rules and regulations thereunder.
Appears in 2 contracts
Sources: Merger Agreement (Rocket Companies, Inc.), Merger Agreement (Redfin Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Shares, Options pursuant to this Agreement or Common Shares Warrants pursuant to the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (North American Galvanizing & Coatings Inc), Merger Agreement (Azz Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company Options or Company RSUs pursuant to this Agreement or Common Shares pursuant to Agreement, including the Merger Merger, shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (Expedia, Inc.), Merger Agreement (Orbitz Worldwide, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall duly adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company Options Options, Company RSUs pursuant to this Agreement or Common Shares pursuant to Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Blackbaud Inc), Merger Agreement (Convio, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereofof the Company, shall shall, if necessary, adopt a resolution consistent with the SEC’s interpretive guidance of the SEC so that to approve the disposition by any executive officer or director of the Company who is a “covered Person person” of the Company for the purposes of Section 16 of the Exchange Act and of securities of the rules and regulations thereunder Company (“Section 16”including derivative securities with respect to securities of the Company) resulting from the Transactions for the purposes of Company Options pursuant to this Agreement or Common Shares pursuant to qualifying the Merger shall be disposition as an exempt transaction for purposes under Section 16 of Section 16the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Illinois Tool Works Inc), Merger Agreement (CFC International Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options Common Stock or Company Restricted Stock pursuant to this Agreement or Common Shares pursuant to in connection with the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Penn Millers Holding Corp), Merger Agreement (Zenith National Insurance Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company RSUs or Company Options pursuant to this Agreement or Common Shares pursuant to Agreement, the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (Complete Genomics Inc), Merger Agreement (Complete Genomics Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereofof the Company, shall shall, if necessary, adopt a resolution consistent with the SEC’s interpretive guidance of the SEC so that to approve the disposition by any officer or director of the Company who is a “covered Person person” of the Company for the purposes of Section 16 of the Exchange Act and of securities of the rules and regulations thereunder Company (“Section 16”including derivative securities with respect to securities of the Company) resulting from the Transactions for the purposes of Company Options pursuant to this Agreement or Common Shares pursuant to qualifying the Merger shall be disposition as an exempt transaction for purposes under Section 16 of Section 16the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Click Commerce Inc), Merger Agreement (Illinois Tool Works Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or other Equity Interests in the Company Options (including Company Options, Restricted Stock and Other Equity-Based Awards) pursuant to this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Ch Energy Group Inc)
Section 16 Matters. Prior to the Effective Time, the Board of Directors of the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of shares of Company Common Stock or Company Stock Options pursuant to this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (United Industrial Corp /De/), Merger Agreement (Textron Inc)
Section 16 Matters. Prior to the Effective Time, the Company Boardboard of directors of the Company, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of Company Common Shares, Company Stock Options, Company Performance Restricted Share Units and Company Restricted Share Units pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options pursuant to this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (NXP Semiconductors N.V.), Merger Agreement (Freescale Semiconductor, Ltd.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Stock Options pursuant to this Agreement or Common Shares pursuant to Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (Advanced Medical Optics Inc), Merger Agreement (Abbott Laboratories)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC and take such other steps as may be reasonably necessary so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement or Common Shares pursuant to Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (Gentek Inc), Merger Agreement (ASP GT Holding Corp.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of any equity securities of the Company (including Derivative Securities) pursuant to this Agreement by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options pursuant to this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (Gannett Co Inc /De/), Merger Agreement (Belo Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company Options and Shares acquired upon the vesting of any Company RSUs or Company PSUs, pursuant to this Agreement or Common Shares pursuant to Agreement, and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act and the rules and regulations thereunder.
Appears in 2 contracts
Sources: Merger Agreement (Electronic Arts Inc.), Merger Agreement (Glu Mobile Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Common Stock or other securities under the Company Options Equity Plans pursuant to this Agreement or Common Shares pursuant to in connection with the Merger Contemplated Transactions shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (Isramco Inc), Merger Agreement (Alliance HealthCare Services, Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company RSUs or Company Options pursuant to this Agreement or Common Shares pursuant to and the Merger shall will be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (St Jude Medical Inc), Merger Agreement (Thoratec Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of shares of Company Common Stock or Company Options pursuant to this Agreement or Common Shares pursuant to Agreement, and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (Saunders Acquisition Corp), Merger Agreement (Franklin Electronic Publishers Inc)
Section 16 Matters. Prior to the Merger Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Common Shares or Company Stock Options (or Company Common Shares acquired upon the vesting of any Company Stock Options) pursuant to this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Cnet Networks Inc), Merger Agreement (CBS Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company Company, who is a covered Person person of the Company for purposes of Section 16 16, of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Stock Options pursuant to this the Offer, this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (Allergan Inc), Merger Agreement (Inamed Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, The Board or an appropriate a committee of non-employee directors thereof, thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act) shall adopt a resolution consistent with the interpretive guidance in advance of the SEC so Effective Time providing that the disposition by any officer or director the officers and directors of the Company who is a covered Person of Company Common Stock, Company Options or other equity securities of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options pursuant to this Agreement or Common Shares pursuant to the Merger shall or the other transactions contemplated by this Agreement is intended to be an exempt transaction for purposes of Section 16.exempt
Appears in 2 contracts
Sources: Merger Agreement (Opko Health, Inc.), Merger Agreement (Bio Reference Laboratories Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Shares or Company Stock Options (or Company Shares acquired upon the vesting of any Company Stock Options, Company RSUs or Company PSUs) pursuant to this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 1616 and all rules and regulations promulgated thereunder.
Appears in 2 contracts
Sources: Merger Agreement (National Semiconductor Corp), Merger Agreement (Texas Instruments Inc)
Section 16 Matters. Prior to the Effective TimeExpiration Date, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Common Stock, Stock Options or Restricted Stock pursuant to this Agreement or Common Shares pursuant to in connection with the Merger Transactions shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Merger Agreement (Cna Surety Corp), Merger Agreement (Odyssey Re Holdings Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement or Common Shares pursuant to Agreement, and the Merger Merger, shall be an exempt transaction for purposes of Section 16.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Red Cat Holdings, Inc.), Merger Agreement (Red Cat Holdings, Inc.)
Section 16 Matters. Prior to the Effective Acceptance Time, the Company Board, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of equity securities of the Company pursuant to this Agreement by any individual who is a covered Person of or will be subject to the Company for purposes reporting requirements of Section 16 16(a) of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options pursuant to this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 16under Rule 16b-3 promulgated under the Exchange Act to the extent permitted by applicable Law.
Appears in 2 contracts
Sources: Merger Agreement (Crystal Rock Holdings, Inc.), Merger Agreement (Exa Corp)
Section 16 Matters. Prior to the Effective Time, the Company Boardboard of directors of the Company, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of Common Stock and Options pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options pursuant to this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Common Stock Company Options and Company Common Stock acquired upon the vesting of any Company RSUs or Company MSUs, pursuant to this Agreement or Common Shares pursuant to Agreement, and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Sources: Merger Agreement (Infoblox Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act Act, and the rules and regulations thereunder (“Section 16”) ), of Company Options Common Shares and Company Equity Awards pursuant to this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Sources: Merger Agreement (PHX Minerals Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or other Equity Interests in the Company Options (including Company Options, Restricted Shares, Restricted Stock Units and Other Equity-Based Awards) pursuant to this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Sources: Merger Agreement (UNS Energy Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement in the Offer or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Microfluidics International Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company Options or Company SARs pursuant to this Agreement or Common Shares pursuant to Agreement, the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, Board shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of subject to Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Stock Options pursuant to this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so to the effect that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company Options or Company RSU Awards pursuant to this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or other equity interest in the Company Options (including Company Restricted Stock and Restricted Stock Units) pursuant to this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Sources: Merger Agreement (Cleco Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement or Common Shares pursuant to Agreement, and the Merger shall will be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective TimeExpiration Date, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Common Stock, Company Options Options, Stock Awards or other securities under the Company Equity Plans pursuant to this Agreement or Common Shares pursuant to in connection with the Merger Contemplated Transactions shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Acceptance Time, the Company Board, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of equity securities of the Company pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options pursuant to this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Arctic Cat Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Common Stock, Stock Options or SARs pursuant to this Agreement or Common Shares pursuant to in connection with the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Sources: Merger Agreement (Peco Ii Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder (“Section 16”) of Shares, Company Options Stock Options, Company Warrants or Company Restricted Stock Units pursuant to this Agreement or Common Shares pursuant to Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares (including shares of Company Options Restricted Stock), Company Options, Company RSUs and Company Performance RSUs, pursuant to this Agreement or Common Shares pursuant to Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Common Stock or other securities under the Company Options Equity Plan pursuant to this Agreement or Common Shares pursuant to in connection with the Merger Contemplated Transactions shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Boardboard of directors of the Company, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of Company Stock (including derivatives thereof) pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange 1934 Act and the rules and regulations thereunder (“Section 16”) of Company Options pursuant to this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 1616 of the 1934 Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Shares, Company Options or Company Restricted Shares pursuant to this Agreement or Common Shares pursuant to Agreement, the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options Common Shares pursuant to this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Sources: Merger Agreement (Boston Capital Real Estate Investment Trust Inc)
Section 16 Matters. Prior to the Effective Time, the The Company Board, or an appropriate committee of non-employee directors thereof, shall adopt has adopted a resolution consistent with Rule 16b-3 under the Exchange Act and the interpretive guidance of the SEC so that the disposition or acquisition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) shares of Company Options Common Stock or derivative securities with respect to Company Common Stock or rights in respect of Company Common Stock, in each case pursuant to this Agreement or Common Shares pursuant to and the Merger Merger, shall be an exempt transaction for purposes of Section 16under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (American Pharmaceutical Partners Inc /De/)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company Options or Company RSUs pursuant to this Agreement or Common Shares pursuant to Agreement, the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement or Common Shares pursuant to in the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Sources: Merger Agreement (Iparty Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Common Stock, Company Options and Company Common Stock acquired upon the vesting of any Company RSUs or Company Performance RSUs, pursuant to this Agreement or Common Shares pursuant to Agreement, and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Sources: Merger Agreement (Cepheid)
Section 16 Matters. Prior to the Effective Time, the Company Board, Board or an appropriate committee of non-employee directors thereof, shall will adopt a resolution and take all other necessary action consistent with the interpretive interpretative guidance of the SEC so that the disposition of Shares, Company Stock Options or Company Restricted Shares pursuant to this Agreement and the Merger by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options pursuant to this Agreement or Common Shares pursuant to the Merger shall will be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Otix Global, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Shares, Company Options or Company Restricted Share Awards pursuant to this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder (“"Section 16”") of Shares or Company Stock Options pursuant to this Agreement or Common Shares pursuant to Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereofof the Company Board, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of subject to Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or other Equity Interests in the Company Options (including Company Options, Restricted Shares and Other Equity-Based Awards) pursuant to this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, Board shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of subject to Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Shares or Stock Options pursuant to this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement ('Mktg, Inc.')
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Common Stock or other securities under the Company Options Equity Plans pursuant to this Agreement or Common Shares pursuant to in connection with the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Sources: Merger Agreement (Telenav, Inc.)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company Options or Company SARs pursuant to this Agreement or Common Shares pursuant to Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Sources: Merger Agreement (Sybase Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Common Shares or Company Stock Options (or Company Common Shares acquired upon the vesting of any Company Stock Options) pursuant to this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to the transactions contemplated by this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of equity securities of the Company pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options pursuant to this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares or Company Options pursuant to this Agreement or Common Shares pursuant to Agreement, and the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, Board or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of shares of Company Common Stock or Company Options pursuant to this Agreement the Offer or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Iomega Corp)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate a duly authorized committee of non-employee directors thereof, shall will adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act of Shares and the rules and regulations thereunder (“Section 16”) of Company Options Equity Awards pursuant to this Agreement or Common Shares pursuant to and the Merger shall will be an exempt transaction for purposes of Section 16under Rule 16b-3 under the Exchange Act, to the extent permitted by applicable Law.
Appears in 1 contract
Sources: Merger Agreement (Guess Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, Board or an appropriate committee of non-employee directors thereof, shall will adopt a resolution and take all other necessary action consistent with the interpretive interpretative guidance of the SEC so that the disposition of Shares, Company Stock Options, Company Restricted Shares or Company Stock-Based Awards pursuant to this Agreement and the Merger by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options pursuant to this Agreement or Common Shares pursuant to the Merger shall will be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company Options and Shares acquired upon the vesting of any Company RSUs, Company PSUs or Company MSUs pursuant to this Agreement or Common Shares pursuant to Agreement, and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Sources: Merger Agreement (Shutterfly Inc)
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a “covered Person person” of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company Options or Company RSU Awards pursuant to this Agreement or Common Shares pursuant to Agreement, the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract
Sources: Merger Agreement (Gannett Co., Inc.)
Section 16 Matters. Prior to the Effective Share Acceptance Time, the Company Board, or an appropriate committee of non-employee directors thereofdirectors, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition of equity securities of the Company pursuant to this Agreement by any officer or director of the Company who is a covered Person of the Company person for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Company Options pursuant to this Agreement or Common Shares pursuant to the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Epolin Inc /Nj/)
Section 16 Matters. Prior to the Effective Time, Time the Board of Directors of the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of shares of Company Common Stock or Company Options pursuant to this Agreement or Common Shares pursuant to and the Merger shall be an exempt transaction for purposes of Section 1616 of the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person person of the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder (“Section 16”) of Shares, Company Options and Shares acquired upon the vesting of any Company RSUs or Company Performance RSUs, pursuant to this Agreement or Common Shares pursuant to Agreement, and the Merger shall be an exempt transaction for purposes of Section 16.
Appears in 1 contract