Affiliates Letters Sample Clauses
The Affiliates Letters clause requires certain parties related to the main contracting entities, such as subsidiaries or parent companies, to provide written confirmations or agreements—often called "affiliate letters." These letters typically confirm that the affiliates are aware of, and agree to be bound by, specific obligations or restrictions set out in the main contract. For example, if a contract restricts the use of confidential information, affiliates may be asked to acknowledge and comply with these restrictions in writing. The core function of this clause is to ensure that all relevant entities connected to the primary parties are contractually obligated, thereby reducing the risk of non-compliance or circumvention of the agreement through affiliated companies.
Affiliates Letters. Parent shall have received an Affiliates Letter from each Person identified as an affiliate of the Company pursuant to Section 6.8.
Affiliates Letters. (a) The Company has delivered to Parent a list of names and addresses of those persons, in the Company's reasonable judgment after consultation with outside legal counsel, who, as of the date hereof, are affiliates within the meaning of Rule 145 of the rules and regulations promulgated under the 1933 Act or otherwise applicable SEC accounting releases with respect to pooling-of-interests accounting treatment (each such person, an "Affiliate") of the Company. The Company shall provide Parent such information and documents as Parent shall reasonably request for purposes of reviewing such list and shall promptly update such list to reflect any changes thereto. The Company has delivered or caused to be delivered, or will, promptly after the execution hereof, deliver or cause to be delivered, to Parent an affiliate's letter in the form attached hereto as Exhibit C, executed by each of the Affiliates of the Company identified in the foregoing list, who were available, and shall use reasonable best efforts to deliver or cause to be delivered to Parent as soon as practicable after the date hereof such an affiliate's letter executed by any Affiliate who was not available to sign and deliver such letter on or prior to the date hereof and by any additional persons who, to the knowledge of the Company, become Affiliates after the date hereof. Parent shall be entitled to place legends as specified in such affiliates' letters on the certificates evidencing any of the Parent Common Stock received by such Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Parent Common Stock, consistent with the terms of such letters.
(b) For so long as resales of shares of Parent Common Stock issued pursuant to the Merger are subject to the resale restrictions set forth in Rule 145 under the 1933 Act, Parent will use commercially reasonable efforts to comply with Rule 144(c)(1) under the ▇▇▇▇ ▇▇▇.
Affiliates Letters. No later than 5 days from the date of this Agreement, the Company shall deliver to IHK a list of names and addresses of those persons who were, in the Company's reasonable judgment, on such date, affiliates within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act of the Company (each such person being a "Company Affiliate"). The Company shall provide IHK with such information and documents as IHK shall reasonably request for purposes of reviewing such list. The Company shall use its reasonable efforts to deliver or cause to be delivered to IHK, prior to the Effective Time, a letter substantially in the form attached hereto as Exhibit 6.09, executed by each of the Company Affiliates identified in the foregoing list and of any person who shall have become a Company Affiliate subsequent to the delivery of such list.
Affiliates Letters. Within ten (10) days of the execution of this Agreement, the Company shall deliver to Sterling a letter identifying all persons who are then "affiliates" of the Company for purposes of Rule 145 under the Securities Act. Within ten (10) days of any person becoming an affiliate of the Company after the Company's delivery of the letter referred to above, the Company shall provide to Sterling an updated letter identifying all persons who are then "affiliates." The Company shall cause each person so identified to deliver to Sterling prior to the Effective Time a written agreement substantially in the form attached hereto as Annex C (an "Affiliate Letter"). For a period of not less than two years after the date hereof (or such shorter period of time as may be applicable for such "affiliates" to sell shares of Sterling Common Stock in accordance with Rule 144 of the Securities Act), Sterling will continue to file in a timely manner all securities reports required to be filed by it pursuant to Section 13 and Section 15(d) of the Exchange Act.
Affiliates Letters. Prior to the Closing Date, the Company shall ------------------ deliver to Evergreen a letter identifying all persons who may 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 Evergreen on or prior to the Closing Date a written agreement substantially in the form attached as Exhibit A hereto. ---------
Affiliates Letters. Prior to the Closing Date, Chancellor shall deliver to Capstar a letter identifying all persons who, at the time the Merger is submitted for approval to the stockholders, may be deemed to be an "affiliate" of such party for purposes of Rule 145 under the Securities Act. Chancellor shall use its best efforts to cause each such person to deliver to Capstar on or prior to the Closing Date a written agreement substantially in the form attached as Annex II hereto.
Affiliates Letters. Ambanc shall have received the letter ------------------ agreements from all affiliates of the Company as contemplated in Section 4.7(i) herein.
Affiliates Letters. Concurrently with the execution of this Agreement, all persons who are "affiliates" of the Company or Parent for purposes of Rule 145 under the Securities Act, which shall include each Equityholder shall deliver, and each Equityholder agrees to deliver to the Company, a signed, written agreement, in the form attached as Exhibit D hereto, to the effect that such person will not sell, or in any other way reduce such person's risk relative to (within the meaning of the SEC's rules relating to pooling of interests accounting), any shares of Parent Common Stock issued to such person pursuant to the Merger until such time as financial statements (including combined revenues and net income) covering at least 30 days of post-Merger operations have been published.
Affiliates Letters. No later than 45 days from the date of this Agreement, the Company shall deliver to Parent a list of names and addresses of those persons who were, in the Company's reasonable judgment, on such date, affiliates within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act (each such person being an "Affiliate") of the Company. The Company shall provide Parent with such information and documents as Parent shall reasonably request for purposes of reviewing such list. The Company shall use its reasonable efforts to deliver or cause to be delivered to Parent, prior to the Effective Time, a letter substantially in the form attached hereto as Exhibit A, executed by each of the Affiliates of the Company identified in the foregoing list and of any person who shall have become an Affiliate of the Company subsequent to the delivery of such list.
Affiliates Letters. Prior to the Closing Date, LIN shall deliver to Chancellor a letter identifying all persons who,