Affiliate Letters. At least 30 days prior to the Closing Date, the Company shall deliver to Parent a list of names and addresses of those Persons who were, in the Company's reasonable judgment at the record date for the Company Stockholders Meeting, "affiliates" (each such Person, a "Company Affiliate") of the Company within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act. The Company shall use its Best Efforts to deliver or cause to be delivered to Parent, prior to the Closing Date, from each Company Affiliate, and Stanford agrees to deliver, an affiliate letter (an "Affiliate Letter") in a customary form reasonably satisfactory to Parent. Parent shall be entitled to place legends as specified in such Affiliates Letters on the certificates representing any Parent Common Shares to be received by such Company Affiliates pursuant to the Merger, and to issue appropriate stop transfer instructions to the transfer agent for the Parent Common Shares, consistent with the terms of such Affiliate Letters.
Appears in 4 contracts
Samples: Merger Agreement (Superior Galleries Inc), Merger Agreement (Dgse Companies Inc), Merger Agreement (Dgse Companies Inc)
Affiliate Letters. At least 30 days prior to the Closing Date, the Company shall deliver to Parent a list of names and addresses of those Persons persons who were, in the Company's ’s reasonable judgment at the record date for Company shareholder meeting to approve the Company Stockholders MeetingMerger, "“affiliates" ” (each such Personperson, a "“Company Affiliate"”) of the Company within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act. The Company shall use its Best Efforts reasonable best efforts to deliver or cause to be delivered to Parent, prior to the Closing Date, from each of the Company Affiliate, and Stanford agrees to deliverAffiliates identified in the foregoing list, an affiliate letter (an "“Affiliate Letter"”) in a customary form reasonably satisfactory to Parentform. Parent shall be entitled to place legends as specified in such Affiliates Letters on the certificates representing evidencing any Parent Common Shares Stock to be received by such Company Affiliates pursuant to the Mergerterms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Parent Common SharesStock, consistent with the terms of such Affiliate Letters.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Walt Disney Co/), Agreement and Plan of Merger (Pixar \Ca\)