Common use of AFFILIATES COMPLIANCE WITH THE SECURITIES ACT Clause in Contracts

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) No later than the 15th day prior to the mailing of the Joint Seller 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 as that term is used in Rule 145 under the Securities Act of 1933and/or Accounting Series Releases 130 and 135, as amended amended, of the SEC (the “Securities Act”"RULE 145 AFFILIATES"). 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 diligent efforts to cause each person who is identified as a Rule 145 Affiliate pursuant to Section 5.05(a5.06(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 Seller Proxy Statement/Prospectus, a written agreement, substantially in the form of Exhibit A attached hereto.

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))Prospectus, 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 as that term is used in Rule 145 under the Securities Act of 1933, as amended (the “"Securities Act”") and/or Accounting Series Releases 130 and 135, as amended, of the SEC (the "Rule 145 Affiliates"). 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 diligent 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) No later than the 15th day prior to the mailing of the Joint Proxy Statement/Prospectus (as defined in Section 7.06(a))Prospectus, 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 as that term is used in Rule 145 under the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT") and/or Accounting Series Releases 130 and 135, as amended, of the SEC (the "RULE 145 AFFILIATES"). 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 diligent 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) No later than the 15th day prior to the mailing of the Joint Seller 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 as that term is used in Rule 145 under the Securities Act and/or Accounting Series Releases 130 and 135, as amended, of the SEC (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 diligent efforts to cause each person who is identified as a Rule 145 Affiliate pursuant to Section 5.05(a5.06(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 Seller Proxy Statement/Prospectus, a written agreement, substantially in the form of Exhibit A attached hereto.