definiens: thereof ( as such term is defined for purposes of Rule 16b-3(d ) under the Exchange Act ), will reasonablypromptly thereafter and in any event before the Closing adopt a resolution providing that the acquisition of Parent CommonStock and options to purchase shares of Parent Common Stock in connection with the Merger or in connection with theInvestor Financing Agreement by each individual director, including any director by deputization, who is subject to thereporting requirements of Section 16(a ) of the Exchange Act with respect to Parent are approved by the Board of Directors ofParent or by such committee thereof, and are intended to be exempt from liability pursuant to Section 16(b ) under theExchange Act and confirming that, pursuant to this Agreement, the appointment of directors to the Newco Board inconnection with the Merger is effective prior to the issuance of Parent Common Stock in connection with the Merger or inconnection with the Investor Financing Agreement . For purposes of this Section 6.15, shall meanthe following information for each individual who, immediately after the Closing, will become subject to the reportingrequirements of Section 16(a ) of the Exchange Act with respect to Parent : ( a ) the number of shares of Company CommonStock held by such individual and expected to be exchanged for shares of Parent Common Stock in the Merger ; ( b ) thenumber of Company Options held by such individual and expected to be converted into options to purchase shares of ParentCommon Stock in connection with the Merger ; and ( c ) the number of other derivative securities ( if any ) with respect toCompany Common Stock held by such individual and expected to be converted into shares of Parent Common Stock orderivative securities with respect to Parent Common Stock in connection with the Merger