Affiliates and Certain Stockholders. (a) Prior to the Closing Date, the Quantime Insiders shall deliver to SPSS a letter identifying all persons who are "affiliates" of Quantime for purposes of applicable interpretations regarding the pooling-of-interests method of accounting. The Quantime Insiders shall use its best efforts to cause each such person to deliver to SPSS on or prior to the Closing Date a written agreement substantially in the form attached as Exhibit D hereto. If the Acquisition would otherwise qualify for pooling-of-interests accounting treatment, shares of SPSS Common Stock issued to such affiliates of Quantime in exchange for Shares of Quantime shall not be transferable until such date as financial results covering at least thirty (30) days of post-Acquisition combined operations of SPSS and Quantime have been published within the meaning of Section 201-01 of the SEC's Codification of Financial Reporting Policies (such date is hereinafter referred to as the "Earnings Release Date"), regardless of whether each such affiliate has provided the written agreement referred to in this Section 12.8, except to the extent permitted by, and in accordance with, Accounting Series Release 135 and Staff Accounting Bulletins 65 and 76. Any Shares of SPSS held by such affiliates shall not be transferable prior to the Earnings Release Date, regardless of whether each such affiliate has provided the written agreement referred to in this Section 12.8, if such transfer, either alone or in the aggregate with other transfers by affiliates, would preclude SPSS' ability to account for the business combination to be effected by the Acquisition as a pooling of interests. The Quantime Insiders shall not cause or permit Quantime to register the transfer of any certificate representing capital stock of Quantime, unless such transfer is made in compliance with the foregoing. Except as provided in Section 4.1 hereof, SPSS shall not be required to maintain the effectiveness of any registration statement under the Securities Act for the purposes of resale of the SPSS Common Stock by such affiliates.
Affiliates and Certain Stockholders. Prior to the Closing Date, Company shall deliver to Parent a letter identifying all persons who are, at the time the Merger is submitted for approval to the stockholders of Company, "affiliates" of Company for purposes of Rule 145 under the Securities Act. Company shall use its best efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached as Exhibit A hereto. Parent shall not be required to maintain the effectiveness of the Form S-4 or any other registration statement under the Securities Act for the purposes of resale of Parent Common Stock by such affiliates, and the certificates representing Parent Common Stock received by such affiliates in the Merger shall bear a customary legend regarding applicable Securities Act restrictions.
Affiliates and Certain Stockholders. Prior to the Closing Date, FNF shall deliver to the Company a letter identifying all persons who are, at the time the Merger is submitted for adoption by the stockholders of FNF, "affiliates" of FNF for purposes of Rule 145 under the Securities Act. FNF shall use its reasonable best efforts to cause each such person to deliver to the Company on or prior to the Closing Date a written agreement substantially in the form attached as Exhibit C hereto. The Company shall not be required to maintain the effectiveness of the Form S-4 for the purposes of resale of Company Common Stock by such affiliates and the certificates representing Company Common Stock received by such affiliates in the Merger shall bear a customary legend regarding applicable Securities Act restrictions and the provisions of this Section 5.11.
Affiliates and Certain Stockholders. Prior to the Closing Date, Chartwell shall deliver to Trenwick a list identifying all persons who are, at the time of the Chartwell Stockholders Meeting, "affiliates" of Chartwell for purposes of Rule 145 under the Securities Act. Chartwell shall furnish such information and documents as Trenwick may reasonably request for the purpose of reviewing such list. Chartwell shall use its commercially reasonable efforts to cause each such person to execute and deliver to Trenwick on or prior to the Closing Date a written agreement in a form satisfactory to Trenwick (an "Affiliate Agreement"), that such person will not offer or sell or otherwise dispose of any of the shares of Trenwick Common Stock issued to such person pursuant to the Merger in violation of the Securities Act or the rules or regulations promulgated by the SEC thereunder. The certificates representing Trenwick Common Stock received by such affiliates in the Merger shall bear a customary legend regarding applicable Securities Act transfer restrictions and the provisions of this Section 5.10.
Affiliates and Certain Stockholders. Prior to the Closing Date, the Company shall deliver to PennCorp a letter identifying all persons who it believes to be, at the time the Merger is submitted for approval to the stockholders of the Company, "affiliates" of the Company for purposes of Rule 145 under the Securities Act. The Company shall use its best efforts to cause each such person to deliver to PennCorp on or prior to the Closing Date a written agreement in connection with restrictions on affiliates under Rule 145, in substantially the form attached hereto as Exhibit B to this Agreement. PennCorp shall not be required to maintain the effectiveness of the Form S-4 or, except as provided in Section 4.17, any other registration statement under the Securities Act for the purposes of resale of PennCorp Common Stock by such affiliates and the certificates representing PennCorp Common Stock received by such affiliates in the Merger shall bear a customary legend regarding applicable Securities Act restrictions and the provisions of this Section 4.
Affiliates and Certain Stockholders. 25 4.13 NYSE Listing......................................................................... 26 4.14
Affiliates and Certain Stockholders. Concurrently with the ----------------------------------- execution and delivery of this Agreement, Company shall cause each person who is an "affiliate" of Company for purposes of Rule 145 under the Securities Act to deliver to Parent a written agreement substantially in the form attached as Exhibit C hereto. Prior to or at the Closing, Parent shall cause each person who is an "affiliate" of Parent for purposes of Rule 145 under the Securities Act to deliver to Parent and Company a written agreement substantially in the form attached as Exhibit D hereto.
Affiliates and Certain Stockholders. (a) Prior to the Closing Date, Clear Software shall have delivered to SPSS and ACSUB the Affiliates Letters in form and substance satisfactory to SPSS in its sole discretion.
Affiliates and Certain Stockholders. 34 8.5 Covenant With Regard to Disposition of Shares . . . . . 35 8.6
Affiliates and Certain Stockholders. 45 SECTION 7.13
