Common use of AFFILIATES AND FIVE PERCENT SHAREHOLDER AGREEMENTS Clause in Contracts

AFFILIATES AND FIVE PERCENT SHAREHOLDER AGREEMENTS. Within thirty (30) days of the execution of this Agreement, (a) Target shall deliver to Acquiror a letter identifying all persons who are then "affiliates" of Target and Target Bank for purposes of Rule 145 under the Securities Act and (b) Target shall advise the persons identified in such letter of the resale restrictions imposed by applicable securities laws and shall use reasonable efforts to obtain from each person identified in such letter a written agreement substantially in the form attached hereto as Exhibit 6.13. Target shall use reasonable efforts to obtain from any person who becomes an affiliate of Target after Target's delivery of the letter referred to above, and on or prior to the date of the Target Shareholders' Meeting to approve this Agreement, a written agreement substantially in the form attached as Exhibit 6.13 hereto as soon as practicable after obtaining such status. At least 10 Business Days prior to the issuance of the opinion to be provided for in Section 8.1(h), Target shall use its best efforts to cause each person or group of persons who holds more than five percent (5%) of the Target Stock (regardless of whether such person is an "affiliate" under Rule 145) to deliver to AA, Vavrinek and Reitner & Stuart, a letter stating that such shareholder(s) has no present plan or intention to dispose of Acquiror Stock and committing that such shareholder(s) will not dispose of Acquiror Stock in a manner to cause a violation of the "continuity of shareholder interest" requirements of Treasury Regulation 1.368-1.

Appears in 2 contracts

Samples: Merge and Plan of Reorganization (Mid-State Bancshares), Directors' Agreement (Americorp)

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AFFILIATES AND FIVE PERCENT SHAREHOLDER AGREEMENTS. Within thirty (30) days of the execution of this Agreement, (a) Target the Bank shall deliver to Acquiror the Company a letter identifying all persons who are then "affiliates" of Target and Target the Bank for purposes of Rule 145 under the Securities Act and (b) Target the Bank shall advise the persons identified in such letter of the resale restrictions imposed by applicable securities laws and shall use reasonable efforts to obtain from each person identified in such letter a written agreement substantially in the form attached hereto as Exhibit 6.136.25. Target The Bank shall use reasonable efforts to obtain from any person who becomes an affiliate of Target the Bank after Targetthe Bank's delivery of the letter referred to above, and on or prior to the date of the Target Bank's Shareholders' Meeting to approve this Agreement, a written agreement substantially in the form attached as Exhibit 6.13 6.25 hereto as soon as practicable after obtaining such status. At least 10 Business Days prior to the issuance of the opinion to be provided for in required by Section 8.1(h)9.8, Target the Bank shall use its best efforts to cause each person or group of persons who holds more than five percent (5%) of the Target Bank Stock (regardless of whether such person is an "affiliate" under Rule 145) to deliver to AA, Vavrinek the Company's accountants and Reitner Xxxxxx & StuartXxxxxx, a letter stating that such shareholder(s) has no present plan or intention to dispose of Acquiror Bank Stock and committing that such shareholder(s) will not dispose of Acquiror Bank Stock in a manner to cause a violation of the "continuity of shareholder interest" requirements of Treasury Regulation 1.368-1.

Appears in 1 contract

Samples: Restatement of Agreement and Plan of Reorganization (Pacific Community Banking Group)

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AFFILIATES AND FIVE PERCENT SHAREHOLDER AGREEMENTS. Within thirty (30) days of the execution of this Agreement, (a) Target shall deliver to Acquiror a letter identifying all persons who are then "affiliates" of Target and Target Bank for purposes of Rule 145 under the Securities Act and (b) Target shall advise the persons identified in such letter of the resale restrictions imposed by applicable securities laws and shall use reasonable efforts to obtain from each person identified in such letter a written agreement substantially in the form attached hereto as Exhibit 6.13. Target shall use reasonable efforts to obtain from any person who becomes an affiliate of Target after Target's delivery of the letter referred to above, and on or prior to the date of the Target Shareholders' Meeting to approve this Agreement, a written agreement substantially in the form attached as Exhibit 6.13 hereto as soon as practicable after obtaining such status. At least 10 Business Days prior to the issuance of the opinion to be provided for in Section 8.1(h), Target shall use its best efforts to cause each person or group of persons who holds more than five percent (5%) of the Target Stock (regardless of whether such person is an "affiliate" under Rule 145) to deliver to AA, Vavrinek KPMG and Reitner & Stuart, a letter stating that such shareholder(s) has no present plan or intention to dispose of Acquiror Target Stock and committing that such shareholder(s) will not dispose of Acquiror Target Stock in a manner to cause a violation of the "continuity of shareholder interest" requirements of Treasury Regulation 1.368-1.

Appears in 1 contract

Samples: Agreement to Merge and Plan of Reorganization (Mid-State Bancshares)

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