Common use of Section 16(b) Exemption Clause in Contracts

Section 16(b) Exemption. Acquiror and Company agree that, in order to most effectively compensate and retain Company Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of (i) shares of Company Common Stock into the right to receive cash and/or shares of Acquiror Common Stock and (ii) Company Options into the right to receive options to purchase Acquiror Common Stock or cash, as applicable, in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 5.16. Provided that Company delivers to Acquiror the Company Section 16 Information (as defined below) in a timely fashion prior to the Effective Time, the Board of Directors of Acquiror, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing in substance that the receipt by the Company Insiders (as defined below) of cash, shares of Acquiror Common Stock and/or options to purchase Acquiror Common Stock in exchange for shares of Company Common Stock and Company Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Company Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act to the fullest extent permitted by applicable law. “Company Section 16 Information” shall mean information accurate in all material respects regarding the Company Insiders, the number of shares of Company Common Stock held by each such Company Insider and expected to be exchanged for the right to receive cash and/or shares of Acquiror Common Stock in the Merger, and the number and description of Company Options held by each such Company Insider and expected to be converted into an option to purchase shares of Acquiror Common Stock or cash, as applicable, in connection with the Merger. “Company Insiders” shall mean those officers and directors of Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Company Section 16 Information.

Section 16(b) Exemption. Acquiror MBFI and Company F▇▇▇ agree that, in order to most effectively compensate and retain Company Rule 16(b) Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Company Rule 16(b) Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of (i) shares of Company F▇▇▇ Common Stock, F▇▇▇ Stock Options, DSUs and RSUs into shares of MBFI Common Stock into the right to receive cash and/or shares of Acquiror Common Stock and (ii) Company Options into the right to receive options to purchase Acquiror Common Stock or cash, as applicable, in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 5.167.21. Provided Assuming that Company F▇▇▇ delivers to Acquiror MBFI the Company F▇▇▇ Section 16 Information (as defined below) in a timely fashion prior to the Effective Time, the Board of Directors of AcquirorMBFI Board, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing in substance that the receipt by the Company Rule 16(b) Insiders (as defined below) of cash, shares of Acquiror Common Stock and/or options to purchase Acquiror MBFI Common Stock in exchange for shares of Company F▇▇▇ Common Stock, and of Assumed Options upon conversion of F▇▇▇ Stock Options, and Company Optionsassumed DSUs and RSUs upon conversion of the DSUs and RSUs of F▇▇▇, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Company F▇▇▇ Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act to the fullest extent permitted by applicable law. “Company F▇▇▇ Section 16 Information” shall mean information accurate in all material respects regarding the Company Rule 16(b) Insiders, the number of shares of Company F▇▇▇ Common Stock held by each such Company Rule 16(b) Insider and expected to be exchanged for the right to receive cash and/or shares of Acquiror MBFI Common Stock in the Merger, and the number and description of Company Options the options to purchase shares of F▇▇▇ Common Stock, and DSUs and RSUs held by each such Company MBFI Insider and expected to be converted into an option options to purchase shares or shares, as the case may be, of Acquiror MBFI Common Stock or cash, as applicable, in connection with the Merger; provided that the requirement for a description of any F▇▇▇ options shall be deemed to be satisfied if copies of all plans, and forms of agreements, under which such options have been granted have been made available to MBFI. “Company Rule 16(b) Insiders” shall mean those officers and directors of Company F▇▇▇ who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Company F▇▇▇ Section 16 Information.

Section 16(b) Exemption. Acquiror MBFI and Company ▇▇▇▇ agree that, in order to most effectively compensate and retain Company Rule 16(b) Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Company Rule 16(b) Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of (i) shares of Company ▇▇▇▇ Common Stock, ▇▇▇▇ Stock Options, DSUs and RSUs into shares of MBFI Common Stock into the right to receive cash and/or shares of Acquiror Common Stock and (ii) Company Options into the right to receive options to purchase Acquiror Common Stock or cash, as applicable, in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 5.167.21. Provided Assuming that Company ▇▇▇▇ delivers to Acquiror MBFI the Company ▇▇▇▇ Section 16 Information (as defined below) in a timely fashion prior to the Effective Time, the Board of Directors of AcquirorMBFI Board, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing in substance that the receipt by the Company Rule 16(b) Insiders (as defined below) of cash, shares of Acquiror Common Stock and/or options to purchase Acquiror MBFI Common Stock in exchange for shares of Company ▇▇▇▇ Common Stock, and of Assumed Options upon conversion of ▇▇▇▇ Stock Options, and Company Optionsassumed DSUs and RSUs upon conversion of the DSUs and RSUs of ▇▇▇▇, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Company ▇▇▇▇ Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act to the fullest extent permitted by applicable law. “Company ▇▇▇▇ Section 16 Information” shall mean information accurate in all material respects regarding the Company Rule 16(b) Insiders, the number of shares of Company ▇▇▇▇ Common Stock held by each such Company Rule 16(b) Insider and expected to be exchanged for the right to receive cash and/or shares of Acquiror MBFI Common Stock in the Merger, and the number and description of Company Options the options to purchase shares of ▇▇▇▇ Common Stock, and DSUs and RSUs held by each such Company MBFI Insider and expected to be converted into an option options to purchase shares or shares, as the case may be, of Acquiror MBFI Common Stock or cash, as applicable, in connection with the Merger; provided that the requirement for a description of any ▇▇▇▇ options shall be deemed to be satisfied if copies of all plans, and forms of agreements, under which such options have been granted have been made available to MBFI. “Company Rule 16(b) Insiders” shall mean those officers and directors of Company ▇▇▇▇ who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Company ▇▇▇▇ Section 16 Information.