Affiliates; Accounting and Tax Treatment. (a) The Company shall (i) promptly deliver to Parent a letter identifying all persons who may be deemed affiliates of the Company under Rule 145 of the Securities Act or otherwise under applicable SEC accounting releases with respect to pooling-of-interests accounting treatment and (ii) at least 30 days prior to the Effective Time obtain (if not previously obtained) from each such affiliate a written agreement substantially in the form of Exhibit 5.9 hereto. The Company shall obtain such a written agreement as soon as practicable from any person who may be deemed to have become an affiliate of the Company after the Company's delivery of the letters referred to in clause (i) above and prior to the Effective Time.
Affiliates; Accounting and Tax Treatment. Within 30 days after the date of this Agreement, ZERO shall identify in a letter to API, and API shall identify in a letter to ZERO, all Persons who are and, to such party's knowledge who will be at the Closing Date, Affiliates of ZERO and API, respectively. Each of ZERO and API shall advise their respective Affiliates of the resale restrictions imposed by applicable securities Laws and required to cause the Merger to qualify for pooling-of-interests accounting treatment, and shall use reasonable best efforts to obtain from each of their respective Affiliates an executed Affiliate Letter and shall obtain an executed Affiliate Letter from any Person who becomes an Affiliate of that Person after the date of this Agreement and on or prior to the Effective Time of Merger. ZERO and API will each use its respective reasonable best efforts to cause the Merger to qualify for pooling-of-interests accounting treatment and as a reorganization under Section 368(a) of the Code.
Affiliates; Accounting and Tax Treatment. ESELCO shall advise the Affiliates of the resale restrictions imposed by applicable securities Laws and required to cause the Merger to qualify for pooling-of-interests accounting treatment, and shall obtain from each Affiliate an executed Affiliate Letter. ESELCO shall obtain an executed Affiliate Letter from any Person who becomes an Affiliate of ESELCO after the date of this Agreement and on or prior to the Effective Time of Merger. ESELCO and Wisconsin Energy will each use its respective reasonable best efforts to cause the Merger to qualify for pooling-of-interests accounting treatment and as a reorganization under Section 368(a)of the Code.
Affiliates; Accounting and Tax Treatment. (a) The Company and Parent shall each (i) within five days after the date of this Agreement, deliver to each other a letter identifying all persons who may be deemed affiliates of the Company or Parent, as the case may be, under Rule 145 of the Securities Act or otherwise under applicable SEC accounting releases with respect to pooling-of-interests accounting treatment and (ii) no later than five days after the date of this Agreement, obtain (if not previously obtained) from each such affiliate a written agreement substantially in the form of Exhibit 5.10A hereto with respect to the Company and Exhibit 5.10B hereto with respect to Parent. The Company and Parent each shall obtain such a written agreement as soon as practicable from any person who may be deemed to have become an affiliate of the Company or Parent, as the case may be, after the delivery of the letters referred to in clause (i) above and prior to the Effective Time.
Affiliates; Accounting and Tax Treatment. Within thirty (30) days after the date of this Agreement, (a) the Company shall deliver to Merchants a letter identifying all persons who are then "affiliates" of the Company, including, without limitation, all directors and executive officers of the Company for purposes of Rule 145 promulgated under the Securities Act and (b). the Company shall advise the persons identified in such letter of the resale restrictions imposed by applicable securities laws, and shall obtain from each person identified in such letter a written agreement, substantially in the form attached hereto as Exhibit 4.04. The Company shall obtain from any person who becomes an affiliate of the Company after the Company's delivery of the letter referred to above, and on or prior to the Effective Time, a written agreement substantially in the form attached hereto as Exhibit 4.04 as soon as practicable after attaining such status. The Company will use its reasonable best efforts to cause the Merger to qualify as a reorganization under Section 368(a)(1) of the Code.
Affiliates; Accounting and Tax Treatment. Within thirty (30) days after the date of this Agreement, and, in any event, prior to the Effective Time, (a) the Company shall deliver to M&I a letter identifying all persons who are then “affiliates” of the Company, including, without limitation, all directors and executive officers of the Company for purposes of Rule 145 promulgated under the Securities Act and (b). The Company shall advise the persons identified in such letter of the resale restrictions imposed by applicable securities laws, and shall obtain from each person identified in such letter a written agreement, on or prior to the Effective Time, substantially in the form attached hereto as Exhibit 4.04. The Company shall obtain from any person who becomes an affiliate of the Company after the Company's delivery of the letter referred to above, and on or prior to the Effective Time, a written agreement substantially in the form attached hereto as Exhibit 4.04 as soon as practicable after attaining such status. The Company will use its reasonable best efforts to cause the Merger to qualify as a reorganization under Section 368(a)(1) of the Code.
Affiliates; Accounting and Tax Treatment. Within thirty (30) days after the date of this Agreement, SeaMED shall identify in a letter to Plexus, and Plexus shall identify in a letter to SeaMED, all Persons who are and, to such party's knowledge who will be at the Closing Date, Affiliates of SeaMED and Plexus, respectively. Each of SeaMED and Plexus shall advise their respective Affiliates of the resale restrictions imposed by applicable securities Laws and required to cause the Merger to qualify for pooling-of-interests accounting treatment, and shall use reasonable best efforts to obtain from each of their respective Affiliates an executed Affiliate Letter and shall obtain an executed Affiliate Letter from any Person who becomes an Affiliate of that Person after the date of this Agreement and on or prior to the Effective Time of Merger. SeaMED and Plexus will each use its respective reasonable best efforts to cause the Merger to qualify for pooling-of-interests accounting treatment and as a reorganization under Section 368(a) of the Code.
Affiliates; Accounting and Tax Treatment. Prior to the Closing Date, the Company shall obtain from each Principal Shareholder and each other person listed in Schedule 2.30 and any person who may be deemed to have become an affiliate of the Company (under Rule 145 of the Securities Act or otherwise under applicable Commission accounting releases with respect to pooling-of-interests accounting treatment) after the date of this Agreement and on or prior to the Closing Date an Investment Letter substantially in the form of Exhibit B hereto (the "Investment Letter"); provided, however, that the Company shall use its best efforts to obtain such a written agreement from each such person as soon as practicable after the date of this Agreement or the date on which such person attains such status, as the case may be. Each Principal Shareholder voting in favor of the Merger has delivered, or agrees to deliver to Maxwxxx xx or prior to the Closing Date, an Investment Letter. Each party hereto shall use its best efforts to cause the Merger to qualify, and shall not take any actions which could prevent the Merger from qualifying for pooling-of-interests accounting treatment and as a reorganization qualifying under the provisions of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.
Affiliates; Accounting and Tax Treatment. (a) The Company shall (x) within 30 days after the date of this Agreement, deliver to Parent a letter identifying all persons who may be deemed affiliates of the Company under Rule 145 of the Securities Act or otherwise under applicable SEC accounting releases with respect to pooling-of-interests accounting treatment and (y) use all reasonable efforts to obtain from each such affiliate, by the thirtieth day prior to the Effective Time, a written agreement substantially in the form of Exhibit 5.10 hereto. The Company shall use all reasonable efforts to obtain such a written agreement as soon as practicable from any person who may be deemed to have become an affiliate of the Company, after the Company's delivery of the letter referred to above and prior to the Effective Time.
Affiliates; Accounting and Tax Treatment. Within thirty (30) days from the date hereof, each of Parent and the Company shall obtain from any person who may be deemed to be an affiliate, as of the date of this Agreement, of Parent or the Company, respectively, as applicable (under Rule 145 of the Securities Act or otherwise under applicable SEC accounting releases with respect to "pooling-of-interests" accounting treatment), a written agreement substantially in the appropriate form attached hereto as Exhibit 6.14. Each party hereto shall use its best efforts to cause the Merger to qualify, and shall not take any actions which could prevent the Merger from qualifying, for "pooling-of-interests" accounting treatment and as a reorganization qualifying under the provisions of Section 368(a) of the Code.
