Affiliates and Certain Stockholders. Prior to the Closing Date, the Company shall deliver to Conseco a letter identifying all persons who are, 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 commercially reasonable efforts to cause each such person to deliver to Conseco on or prior to the Closing Date a written agreement substantially in the form attached as Exhibit A to the Disclosure Schedule. Conseco shall maintain the effectiveness of the Form S-4 subsequent to the Closing Date for the purpose of resales of Conseco Common Stock by such affiliates, but shall not thereafter be required to file any post-effective amendment thereto in accordance with Item 512(a) of Regulation S-K under the Securities Act. Subject to the remainder of this Section 4.12, Conseco shall not otherwise 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 Conseco Common Stock by such affiliates and the certificates representing Conseco 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 4.12. G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 25 In the case of the Form S-4 to be maintained effective following the Closing Date with respect to affiliate resales in accordance with the third sentence of this Section 4.12, Conseco shall (i) provide to such affiliate such reasonable number of copies of the registration statement, the prospectus, and such other documents as the affiliates may reasonably request in order to facilitate the public offering of such securities; (ii) pay all expenses of such registration other than underwriting or sales commissions; and (iii) indemnify such affiliates, each of their officers and directors and partners, and each person controlling such affiliates within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in such registration statement or prospectus, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged ...
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 4.12. The Company shall use its best efforts to obtain from each of the beneficial owners (within the meaning of Rule 13d-3 and Rule 13d-5 of the Exchange Act) of 5% or more of the Common Shares and the Entitled Holders (as defined in Section 4.17) such representation letters addressed to PennCorp, Weil, Gotshal & Manges LLP and Schxxx Xxrdin & Waxxx xx xxxx xaw xxxxs shall require in connection with the delivery of their opinions pursuant to Sections 6.2.3 and 6.3.3, respectively.
Affiliates and Certain Stockholders. Prior to the Closing Date, Clear Software shall deliver to SPSS and ACSUB a letter identifying all persons who are "affiliates" of Clear Software for purposes of applicable interpretations regarding the pooling-of-interests method of accounting (the "Clear Software Affiliates"). Clear Software shall cause each Clear Software Affiliate to deliver to SPSS and ACSUB on or prior to the Closing Date a written agreement substantially in the form attached as Exhibit 8.4 hereto (the "Affiliates Letter"). If the Merger would otherwise qualify for pooling-of-interests accounting treatment, shares of SPSS Common Stock issued to such affiliates of Clear Software in exchange for Shares shall not be transferable until such time as financial results covering at least thirty (30) days of combined operations of SPSS, ACSUB and Clear Software have been published within the meaning of Section 201-01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.4, 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 Common Stock held by Affiliates shall not be transferable, regardless of whether each such Affiliate has provided the written agreement referred to in this Section 8.4, if such transfer, either alone or in the aggregate with other transfers by Affiliates, would preclude SPSS's ability to account for the business combination to be effected by the Merger as a pooling of interests. Clear Software shall not register the transfer of any certificate representing capital stock of Clear Software, unless such transfer is made in compliance with the foregoing. Except as provided in Article 4 hereof, SPSS shall not be required to maintain the effectiveness of any registration statement under the 1933 Act for the purposes of resale of the SPSS Common Stock by Affiliates.
Affiliates and Certain Stockholders. 25 4.13 NYSE Listing......................................................................... 26 4.14
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 E hereto. ---------
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.
