Section 16 Matters. Prior to the Effective Time, the Company and Parent shall take all such steps as may be reasonably necessary to cause any dispositions of Shares (including derivative securities with respect to Shares) resulting from the Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 13 contracts
Sources: Merger Agreement (Vimeo, Inc.), Merger Agreement (Iteris, Inc.), Merger Agreement (Iteris, Inc.)
Section 16 Matters. Prior to the Effective Time, each of the Company and Parent shall take all such steps as may be reasonably necessary required (to the extent permitted under applicable Law) to cause any dispositions of Shares Company Common Stock or acquisitions of Parent Common Stock (including including, in each case, derivative securities with respect to Sharessecurities) resulting from the Transactions transactions contemplated hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 12 contracts
Sources: Merger Agreement, Merger Agreement, Agreement and Plan of Merger and Reorganization (SRS Labs Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company and Parent shall take all such steps as may be reasonably necessary required to cause any dispositions of Company Shares (including derivative securities with respect to Company Shares) resulting from the Transactions Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the CompanyCompany 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 7 contracts
Sources: Merger Agreement (Biosite Inc), Merger Agreement (Beckman Coulter Inc), Merger Agreement (Biosite Inc)
Section 16 Matters. Prior to the Effective Time, the The Company and Parent each shall take all such steps as may be reasonably necessary or appropriate to cause ensure that any dispositions of Shares (including derivative securities with respect related to Sharessuch stock) resulting from the Transactions Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, Company immediately prior to be the Effective Time are exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 4 contracts
Sources: Merger Agreement (QXO, Inc.), Merger Agreement (Beacon Roofing Supply Inc), Merger Agreement (QXO, Inc.)
Section 16 Matters. Prior to the Effective Time, Parent Parties and the Company and Parent shall take all such steps as may be reasonably necessary required (to the extent permitted under applicable Laws) to cause any dispositions of the Company Shares (including derivative securities with respect to the Company Shares) resulting from the Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 4 contracts
Sources: Transaction Agreement, Transaction Agreement (Amgen Inc), Transaction Agreement (Horizon Therapeutics Public LTD Co)
Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall take all such steps as may be reasonably necessary or appropriate to cause the Transactions, including any dispositions of Shares equity securities of the Company (including derivative securities) or acquisitions of equity securities with respect to Sharesof Parent (including derivative securities) resulting from the Transactions 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 4 contracts
Sources: Merger Agreement (Chicken Soup for the Soul Entertainment, Inc.), Merger Agreement (Redbox Entertainment Inc.), Merger Agreement (Pioneer Natural Resources Co)
Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall will take all such steps as may reasonably be reasonably necessary or advisable to cause the Transactions, including any dispositions of Shares (including derivative securities with respect to such Shares) resulting from the Transactions 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, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 4 contracts
Sources: Merger Agreement (Southern Co), Merger Agreement (Agl Resources Inc), Merger Agreement (Powersecure International, Inc.)
Section 16 Matters. Prior to the Effective Time, Parent and the Company and Parent shall will take all such steps as may be reasonably necessary required (to the extent permitted under applicable Law) to cause any dispositions of Company Common Shares (including derivative securities with respect to Company Common Shares) 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 the Surviving Corporation, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Clayton Williams Energy Inc /De), Merger Agreement (Noble Energy Inc), Merger Agreement (Noble Energy Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company and Parent shall take all such steps as may be reasonably necessary to cause the transactions contemplated by this Agreement and any other dispositions of Shares equity securities of the Company (including derivative securities) or acquisitions of Parent equity securities (including derivative securities) in connection with respect to Shares) resulting from the Transactions 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, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Microchip Technology Inc), Merger Agreement (Atmel Corp), Merger Agreement (Atmel Corp)
Section 16 Matters. Prior to the Effective Time, the Company and Parent shall take all such steps as may be reasonably necessary required to cause any dispositions of Shares (including derivative securities with respect to Shares) or Options or acquisitions of Parent equity resulting from the Transactions transactions contemplated hereby or in connection with the Offer or Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 3 contracts
Sources: Merger Agreement (Tender Loving Care Health Care Services Inc/ Ny), Agreement and Plan of Merger and Reorganization (E-Medsoft Com), Agreement and Plan of Merger and Reorganization (E-Medsoft Com)
Section 16 Matters. Prior to the Effective Time, the Company and Parent shall take all such steps as may be reasonably necessary steps, to the extent required and permitted, to cause the transactions contemplated by this Agreement, including any dispositions of Shares equity securities (including derivative securities with respect to Sharessecurities) resulting from of the Transactions Company 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, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Ipayment Inc), Merger Agreement (Ipayment Inc)
Section 16 Matters. Prior to the Effective Time, the Company and Parent shall take all such steps as may be reasonably necessary required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of Shares (including derivative securities with respect to such Shares) resulting that are treated as dispositions under such rule and result from the Transactions transactions contemplated by this Agreement 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, Company immediately prior to be exempt under Rule 16b-3 promulgated under the Exchange ActEffective Time.
Appears in 2 contracts
Sources: Merger Agreement (Emcore Corp), Merger Agreement (Emcore Corp)
Section 16 Matters. Prior to the Effective Time, Parent and the Company and Parent shall use reasonable best efforts to take all such steps as may be reasonably necessary required to cause any dispositions of Shares Company Stock (including derivative securities with respect to SharesCompany 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, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Covanta Holding Corp), Merger Agreement (Domtar CORP)
Section 16 Matters. Prior to the Effective Time, Parent and the Company and Parent shall take all such steps as may be reasonably necessary required and permitted to cause the transactions contemplated by this Agreement, including any dispositions of Shares shares of Company Common Stock (including derivative securities with respect to Sharesshares of Company Common Stock) resulting from the Transactions 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, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Reliant Resources Inc), Merger Agreement (Orion Power Holdings Inc)
Section 16 Matters. Prior to the Effective Time, the Company and Parent shall take all such steps as may be reasonably necessary required to cause any dispositions or acquisitions of Shares (including derivative securities in connection with respect to Shares) 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 1934 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 1934 Act.
Appears in 2 contracts
Sources: Merger Agreement (LoopNet, Inc.), Merger Agreement (Costar Group Inc)
Section 16 Matters. Prior to the Effective Time, the Company and Parent shall take all such steps as may be reasonably necessary required and permitted to cause the transactions contemplated by this Agreement, including any dispositions of Shares equity securities (including derivative securities with respect to Sharessecurities) resulting from of the Transactions Company 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, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Agl Resources Inc), Merger Agreement (Nui Corp /Nj/)
Section 16 Matters. Prior to the Effective Time, each of Parent and the Company and Parent shall will take all such steps as may be reasonably necessary required to cause any dispositions of Shares Company equity securities (including derivative securities with respect to SharesCompany Common Stock) or acquisitions of Parent equity securities (including derivative securities with respect to Parent Common 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, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (PLX Technology Inc), Merger Agreement (Integrated Device Technology Inc)
Section 16 Matters. Prior to Before the Effective Time, Parent and the Company and Parent shall take all such steps as may be reasonably necessary required to cause any dispositions of Company Shares (including derivative securities with respect to Company Shares) resulting from the Transactions Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Ligand Pharmaceuticals Inc), Merger Agreement (Neurogen Corp)
Section 16 Matters. Prior to the Effective Time, Parent and the Company and Parent shall take all such steps as may be reasonably necessary required (to the extent permitted under applicable law) to cause any dispositions of Shares (including derivative securities with respect to Shares) or acquisitions of Parent Common Stock resulting from the Transactions 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, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Fair Isaac & Company Inc), Merger Agreement (HNC Software Inc/De)
Section 16 Matters. Prior to the Effective Time, the Company and Parent shall will take all such steps as may be reasonably necessary requested by Parent to cause any dispositions of Shares Company equity securities (including derivative securities securities) in connection with respect to Shares) resulting from the Transactions transactions contemplated by this Agreement 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, Company to be exempt under from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated under the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (G&k Services Inc), Merger Agreement (Cintas Corp)
Section 16 Matters. Prior to the Effective Time, Parent and the Company and Parent shall take all such steps as may be reasonably necessary required to cause any dispositions of Shares (including derivative securities with respect to Shares) or acquisitions of Parent Shares resulting from the Transactions 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 (Consolidated Graphics Inc /Tx/), Merger Agreement (RR Donnelley & Sons Co)
Section 16 Matters. Prior to the Effective Time, Parent and the Company and Parent shall take all such steps as may be reasonably necessary required and permitted to cause the transactions contemplated by this Agreement, including any dispositions of Shares shares of Company Common Stock (including derivative securities with respect to Sharesshares of Company Common Stock) resulting from the Transactions 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, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Viewlocity Inc)
Section 16 Matters. Prior to the Effective Time, Parent and the Company and Parent shall take all such reasonable steps as may be reasonably necessary required or permitted to cause any dispositions of the Shares (including derivative securities with respect and Warrants that occur or are deemed to Shares) resulting from occur by reason of or pursuant to the Transactions 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, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company and Parent shall take all such steps as may be reasonably actions necessary to cause any dispositions of (or other transactions in) Shares (including derivative securities with respect to such Shares) resulting from the Transactions by each individual officer or director who is subject to the reporting requirements of Section 16(a) of the Exchange 1934 Act with respect to the Company, Company to be exempt under Rule 16b-3 promulgated 16(b)- 3 under the Exchange 1934 Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company and Parent shall take all such steps as may be reasonably necessary to cause any dispositions of Shares (including derivative securities with respect to Shares) resulting from the Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Consolidated Communications Holdings, Inc.)
Section 16 Matters. Prior The Company and Parent, shall, prior to the Effective Time, the Company and Parent shall take all such steps actions as may be reasonably necessary or appropriate to cause any dispositions of Shares equity securities of the Company (including deemed dispositions or cancellations and any derivative securities with respect to Sharesany equity securities of the Company) resulting from in connection with the Transactions by each any individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, Company 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, the Company and Parent shall take all such steps as may be reasonably necessary requested by any party hereto to cause any dispositions of Shares Company equity securities (including derivative securities with respect securities) pursuant to Shares) resulting from the Transactions transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) a director or officer of the Exchange Act with respect to the Company, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Zale Corp)
Section 16 Matters. Prior to the Effective Time, the Company and Parent shall take all such steps as may be reasonably necessary or appropriate to cause any dispositions ensure that all transactions in equity securities of Shares the Company (including any derivative securities with respect securities) pursuant to Shares) resulting from the Transactions Merger and the other transactions contemplated by each individual this Agreement by any Person who is subject to the reporting requirements of Section 16(a) 16 of the Exchange Act with respect to the Company, (or who may be deemed to be subject to Section 16 of the Exchange Act, including as a “director by deputization”) are exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (NeueHealth, Inc.)
Section 16 Matters. Prior to the Effective TimeAppointment Date, the Company and Parent shall take all such steps as may reasonably be required (and, to the extent required, Parent and Purchaser shall reasonably necessary cooperate in the taking of any such actions) to cause any dispositions of Shares (including derivative securities with respect to the Shares) 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, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company and Parent shall take all such steps as may be reasonably necessary to cause any dispositions of Shares (including derivative securities with respect to Shares) or acquisitions of Shares (including derivate securities with respect to Shares) resulting from the Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company and Parent shall take all such steps as may be reasonably necessary required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of Shares (including derivative securities with respect to such Shares) resulting that are treated as dispositions under such rule and result from the Transactions 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, Company immediately prior to be exempt under Rule 16b-3 promulgated under the Exchange ActEffective Time.
Appears in 1 contract
Sources: Merger Agreement (Techpoint, Inc.)
Section 16 Matters. Prior to Before the Effective Time, Parent and the Company and Parent shall take all such steps as may be reasonably necessary required to cause any dispositions of Company Shares (including derivative securities with respect to Company Shares) resulting from the Transactions Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, including, without limitation, actions in accordance with that certain No-Action Letter dated January 12, 1999 issued by the SEC regarding such matters.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company and Parent shall take all such reasonable steps as may be reasonably necessary required to cause any dispositions of Shares Company equity securities (including derivative securities with respect to SharesCompany Securities and Company Equity Awards) 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, to be exempt under Rule 16b-3 promulgated under the Exchange ActAct to the extent permitted by applicable Law.
Appears in 1 contract
Sources: Merger Agreement (Emagin Corp)
Section 16 Matters. Prior to the Effective Time, Parent and the Company and Parent shall take all such steps as may be reasonably necessary required to cause any dispositions disposition of Shares (including derivative securities with respect to Shares) or acquisitions of Parent Shares (including derivative securities with respect to Parent Shares) resulting from the Transactions transactions contemplated by this Agreement by each individual Person who is will become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the CompanyParent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract
Section 16 Matters. Prior to the Effective Time, the Company and Parent shall take all such steps as may be reasonably necessary to cause any dispositions of Shares equity securities of the Company (including derivative securities with respect to Sharesequity securities of the Company) resulting from pursuant to the Transactions by each individual officer or director of the Company who is subject to the reporting requirements of Section 16(a) 16 of the Exchange Act with respect to the Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Appears in 1 contract