AFFILIATES AGREEMENT. Monaco will release ORA and the Principals from certain liabilities as set forth in the Affiliates Agreement.
AFFILIATES AGREEMENT. Each of the parties to the Affiliates Agreement shall have executed and delivered the Affiliates Agreement.
AFFILIATES AGREEMENT. The stockholders of Compass listed on SCHEDULE 5.10 are, in Compass' reasonable judgment, the only persons and entities that are stockholders of Compass who may be deemed to be "affiliates" of Compass within the meaning of Rule 145 (each such person an "Affiliate") promulgated under the Securities Act of 1933, as amended (the "Securities Act") ("Rule 145"). Compass shall deliver or cause to be delivered to Avant!, concurrently with the execution of this Agreement, from each of the Affiliates of Compass who are directors or officers of Compass, and concurrently with or promptly following execution of this Agreement from each other Affiliate, an Affiliates Agreement in the form attached hereto as EXHIBIT 5.10(A). Avant! and Sub shall be entitled to place appropriate legends on the certificates evidencing any Avant! Common Stock to be received by such Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for Avant! Common Stock, consistent with the terms of such Affiliates Agreement. Such Affiliates Agreements shall not impose any greater restrictions on Affiliates than are required by law.
AFFILIATES AGREEMENT. Avant! shall have received from each stockholder of Compass listed on SCHEDULE 5.10, a duly executed Affiliates Agreement substantially in the form attached hereto and approved by Avant!'s and Compass' respective counsel.
AFFILIATES AGREEMENT. To facilitate the treatment of the Merger for accounting purposes as a pooling-of-interests, Holdco, each Affiliated Company and each Original Shareholder shall use its or their best efforts to deliver to HCCH simultaneously with the execution of this Agreement, a written agreement from each of its "affiliates" (as that term is used in Rule 144 or 145 under the Securities Act) (the "Affiliates Agreement") in form and substance reasonably satisfactory to HCCH, and each Shareholder shall deliver to HCCH an executed Affiliates Agreement simultaneously with the execution hereof.
AFFILIATES AGREEMENT. Each of the Affiliates of Avant! identified on Section 5.8(b) of the Avant! Disclosure Schedule shall have executed an Affiliates Agreement in substantially the form attached hereto as EXHIBIT A-2. 6.3
AFFILIATES AGREEMENT. Seller has disclosed in Section 8.10 of the Seller Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of Seller for purposes of SEC Rule 145 under the Securities Act. Seller shall use its reasonable efforts to cause each such Person to deliver to Buyer not later than 20 days after the date of this Agreement, a written agreement, in substantially the form of Exhibit 2, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Seller Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Buyer Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the Securities Act and the rules and regulations thereunder. Buyer shall be entitled to place restrictive legends upon certificates for shares of Buyer Common Stock issued to affiliates of Seller pursuant to this Agreement to enforce the provisions of this Section 8.10. Buyer shall not be required to maintain the effectiveness of the Registration Statement under the Securities Act for the purposes of resale of Buyer Common Stock by such affiliates.
AFFILIATES AGREEMENT. If any of the Stockholders is determined by the Company to be an affiliate of the Company, such Stockholder shall sign an agreement regarding transfers of shares in the form prescribed under the Merger Agreement for affiliates of the Company.
AFFILIATES AGREEMENT. Affiliates Agreement" shall mean the Affiliates Agreement attached hereto as Exhibit E.
AFFILIATES AGREEMENT. All of the persons and/or entities deemed "Affiliates" of Target within the meaning of Rule 145 promulgated under the Act have signed the Affiliates Agreement attached hereto as Exhibit C.
