Common use of Affiliate Agreement Clause in Contracts

Affiliate Agreement. Each Stockholder acknowledges that such Stockholder may be deemed an affiliate (as defined in Rule 12b-2 of the rules promulgated under the Exchange Act) of the Company, Acquiror or Sub, and further acknowledges and agrees to transfer, sell or otherwise dispose of Acquiror Shares (including Acquiror Shares acquired upon the exercise of options, warrants or rights or the conversion or exchange of convertible or exchangeable securities) only (a) if such transfer, sale or disposition is registered under the Act, (b) is in compliance with the requirements of paragraphs (c) and (d) of Rule 145 promulgated under the Act ("Rule 145") (as indicated in the restrictive legend that will appear on the stock certificate), or (c) pursuant to another exemption from registration under the Act for such offer and sale. Each Stockholder agrees not to make an illegal "distribution" (within the meaning of the Act and Rule 145) of Acquiror Shares. Acquiror shall be entitled to place restrictive legends upon certificates for each Stockholder's Acquiror Shares to enforce the applicable provisions of law and this Agreement and Acquiror shall not be required to maintain the effectiveness of the Proxy Registration Statement (or Exchange Registration Statement, as the case may be) under the Act for the purposes of resale of Acquiror Shares by each Stockholder.