definiens: thereof ( as such term is defined for purposes of Rule16b-3(d ) under the Exchange Act ), as the case may be, shall adopt a resolutionconsistent with the interpretive guidance of the SEC providing that the receiptby the CIMA Insiders who may be a covered Person of Holding Company for purposesof Section 16 of HoldCo Common Stock in exchange for shares of CIMA CommonStock, and of options to purchase shares of HoldCo Common Stock upon conversionof options to purchase shares of CIMA Common Stock, in each case pursuant to thetransactions contemplated hereby and to the extent such securities are listed inthe Section 16 Information, are approved by the Holding Company Board, or bysuch committee thereof, as the case may be, and are intended to be exempt fromliability pursuant to Section 16(b ) under the Exchange Act, such that any suchreceipt will be so exempt and ( ii ) the CIMA Board, or an appropriate committeeof non - employee directors thereof, shall adopt a resolution consistent with theinterpretive guidance of the SEC so that the disposition by any officer ordirector of CIMA who is a CIMA Insider of shares of CIMA Common Stock or CIMAStock Options pursuant to this Agreement and the Mergers shall be an exempttransaction for purposes of Section 16