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 [COMPANY] Insiders who may be a covered Person of Holding Company forpurposes of Section 16 of the Exchange Act ( together with the rules andregulations promulgated thereunder, ) of HoldCo Common Stock inexchange for shares of [COMPANY] Common Stock, and of options to purchase sharesof HoldCo Common Stock upon conversion of options to purchase shares ofaaiPharma Common Stock, in each case pursuant to the transactions contemplatedhereby and to the extent such securities are listed in the Section 16Information, are approved by the Holding Company Board, or by such committeethereof, as the case may be, and are intended to be exempt from liabilitypursuant to Section 16(b ) under the Exchange Act, such that any such receiptwill be so exempt and ( ii ) the [COMPANY] Board, or an appropriate committee ofnon - employee directors thereof, shall adopt a resolution consistent with theinterpretive guidance of the SEC so that the disposition by any officer ordirector of [COMPANY] who is a [COMPANY] Insider of shares of [COMPANY] CommonStock or [COMPANY] Stock Options pursuant to this Agreement and the Mergersshall be an exempt transaction for purposes of Section 16