AFFILIATES COMPLIANCE WITH THE SECURITIES ACT. (a) No later than the 15th day prior to the mailing of the Joint Proxy Statement/Prospectus (as defined in Section 7.06(a)), Seller shall deliver to Buyer a schedule of all persons who Seller reasonably believes are, or are likely to be, as of the date of the Seller Meeting, deemed to be “affiliates” of Seller (the “Rule 145 Affiliates”) within the meaning of Rule 145 under the Securities Act of 1933, as amended (the “Securities Act”). Thereafter and until the Effective Time, Seller shall identify to Buyer each additional person whom Seller reasonably believes to have thereafter become a Rule 145 Affiliate.
(b) Seller shall use its best efforts to cause each person who is identified as a Rule 145 Affiliate pursuant to Section 5.05(a) above (who has not executed and delivered the same concurrently with the execution of this Agreement) to execute and deliver to Buyer on or before the date of mailing of the Joint Proxy Statement/Prospectus, a written agreement, substantially in the form of Exhibit A attached hereto.
AFFILIATES COMPLIANCE WITH THE SECURITIES ACT. (a) Within 30 days after the date of this Agreement, each of Security First and FirstMerit shall identify to the other party all persons whom it reasonably believes are its "affiliates" as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act and/or Accounting Series, Releases 130 and 135, as amended, of the Commission (the "Affiliates"). Thereafter and until the Effective Time, each of Security First and FirstMerit shall identify to the other party each additional person whom it reasonably believes to have thereafter become its Affiliate.
AFFILIATES COMPLIANCE WITH THE SECURITIES ACT. (a) Within 30 days after the date of this Agreement, each of CoBancorp and FirstMerit shall identify to the other party all persons whom it reasonably believes are its "affiliates" as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act and/or Accounting Series, Releases 130 and 135, as amended, of the Commission (the "Affiliates"). Thereafter and until the Effective Time, each of CoBancorp and FirstMerit shall identify to the other party each additional person whom it reasonably believes to have thereafter become its Affiliate.
(b) Each of CoBancorp and FirstMerit shall use its diligent efforts to cause each person who is identified as an Affiliate pursuant to clause (a) above to deliver to FirstMerit not later than the date on which the Merger is approved, a written agreement, substantially in the form of Exhibit 5.13(b)-1 (in the case of Affiliates of CoBancorp) and Exhibit 5.13(b)-2 (in the case of Affiliates of FirstMerit).
AFFILIATES COMPLIANCE WITH THE SECURITIES ACT. (a) Within 30 days after the date of this Agreement, each of Signal and FirstMerit shall identify to the other party all persons whom it reasonably believes are its "affiliates" as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act and/or Accounting Series, Releases 130 and 135, as amended, of the Commission (the "Affiliates"). Thereafter and until the Effective Time, each of Signal and FirstMerit shall identify to the other party each additional person whom it reasonably believes to have thereafter become its Affiliate.
(b) Each of Signal and FirstMerit shall use its diligent efforts to cause each person who is identified as an Affiliate pursuant to clause (a) above to deliver to FirstMerit not later than the date on which the Merger is approved, a written agreement, substantially in the form of Exhibit 5.13(b)-1 (in the case of Affiliates of Signal) and Exhibit 5.13(b)-2 (in the case of Affiliates of FirstMerit). Because the Merger is intended to qualify for pooling of interests accounting treatment, the shares of FirstMerit Common Stock received by such Affiliates in the Merger shall not be transferable until such time as financial results covering at least 30 days of post-Merger operations have been published, and the certificates representing such shares will bear an appropriate restrictive legend.
AFFILIATES COMPLIANCE WITH THE SECURITIES ACT. No later than the 15th day prior to the mailing of the Proxy/Prospectus (as defined in Section 7.03 below), PVFC shall deliver to UCFC a schedule of all persons whom PVFC reasonably believes are, or are likely to be, as of the date of the PVFC Meeting, deemed to be “affiliates” of PVFC as that term is used in Rule 145 under the Securities Act (the “Rule 145 Affiliates”). Thereafter and until the Effective Time, PVFC shall identify to UCFC each additional person whom PVFC reasonably believes to have thereafter become a Rule 145 Affiliate.
AFFILIATES COMPLIANCE WITH THE SECURITIES ACT. (a) Within 30 days after the date of this AGREEMENT, MFFC shall identify to BFOH all persons whom MFFC reasonably believes to be "affiliates," as defined in paragraphs (c) and (d) of Rule 145 under the ACT (hereinafter referred to as the "AFFILIATES"). Thereafter and until the BFOH EFFECTIVE TIME, MFFC shall identify to BFOH each additional person whom it reasonably believes to have thereafter become its AFFILIATE.
AFFILIATES COMPLIANCE WITH THE SECURITIES ACT. (a) Within 30 days after the date of this AGREEMENT, FTFC shall identify to BKFC all persons whom FTFC reasonably believes to be "affiliates," as defined in paragraphs (c) and (d) of Rule 145 under the ACT (hereinafter referred to as the "AFFILIATES"). Thereafter and until the BKFC EFFECTIVE TIME, FTFC shall identify to BKFC each additional person whom it reasonably believes to have thereafter become its AFFILIATE.
(b) FTFC shall cause each person who is identified as an AFFILIATE to deliver to BKFC before the BKFC EFFECTIVE DATE a written agreement in the form of the written agreement attached hereto as Exhibit E in which such AFFILIATE confirms that the BKFC shares of stock received by such AFFILIATE in the MERGER shall not be transferable until the expiration of the time period specified in Section 201.01 of the Codification of Financial Reporting Policies of the SEC.
AFFILIATES COMPLIANCE WITH THE SECURITIES ACT. No later than the 15th day prior to the mailing of the Proxy/Prospectus (as defined in Section 7.03 below), Pavilion shall deliver to First Defiance a schedule of all persons whom Pavilion reasonably believes are, or are likely to be, as of the date of the Pavilion Meeting, deemed to be “affiliates” of Pavilion as that term is used in Rule 145 under the Securities Act (the “Rule 145 Affiliates”). Thereafter and until the Effective Time, Pavilion shall identify to First Defiance each additional person whom Pavilion reasonably believes to have thereafter become a Rule 145 Affiliate.
AFFILIATES COMPLIANCE WITH THE SECURITIES ACT. No later than the 15th day prior to the mailing of the Proxy Statement/Prospectus, Exchange shall deliver to Rurban a schedule of all persons who Exchange reasonably believes are, or are likely to be, as of the date of the Exchange Meeting, deemed to be “affiliates” of Exchange as that term is used in Rule 145 under the Securities Act (the “Rule 145 Affiliates”). Exchange shall cause each person who may be deemed to be a Rule 145 Affiliate to execute and deliver to Rurban on or before the date of mailing of the Proxy Statement/Prospectus an agreement in the form of Exhibit A.
AFFILIATES COMPLIANCE WITH THE SECURITIES ACT. No later than the 15th day prior to the mailing of the Proxy/Prospectus (as defined in Section 7.03 below), ComBanc shall deliver to FDEF a schedule of all persons whom ComBanc reasonably believes are, or are likely to be, as of the date of the ComBanc Meeting, deemed to be "affiliates" of ComBanc as that term is used in Rule 145 under the Securities Act (the "Rule 145 Affiliates"). Thereafter and until the Effective Time, ComBanc shall identify to FDEF each additional person whom ComBanc reasonably believes to have thereafter become a Rule 145 Affiliate.
