Affiliates of the Company. The protective covenants in this Article III shall also benefit the business of the Companies' Affiliates (as hereinafter defined) and these covenants shall be enforceable against Employee by each of such Affiliates as third party beneficiaries. An "Affiliate" is any person or entity that, directly or indirectly, controls or is controlled by, or is under common control with, the Companies.
Affiliates of the Company. The provisions of this Article V shall benefit the business and proprietary rights of the Company's Affiliates and shall be enforceable against Executive by each of such Affiliates as third party beneficiaries.
Affiliates of the Company. The Company shall use all reasonable efforts to cause each person listed in Section 5.3(e) of the Company Disclosure Schedule and each additional person, if any, who may be at the Effective Time an "affiliate" of the Company for purposes of Rule 145 under the Securities Act to execute and deliver to Parent no less than 30 days prior to the date of the Company Stockholders Meeting, the written undertakings in the form attached hereto as Exhibit B (the "Company Affiliate Letter"). The foregoing notwithstanding, Parent shall be entitled to place legends as specified in the Company Affiliate Letter on the certificates evidencing any of the shares of Parent Class A Common Stock to be received by (i) any such "affiliate" of the Company specified in such letter or (ii) any person Parent reasonably identifies (by written notice to the Company) as being a person who may be deemed an "affiliate" for purposes of Rule 145 under the Securities Act, pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the shares of Parent Class A Common Stock, consistent with the terms of the Company Affiliate Letter, regardless of whether such person has executed the Company Affiliate Letter and regardless of whether such person's name appears on the letter to be delivered pursuant to the preceding sentence.
Affiliates of the Company. Within 30 days following the date of this Agreement, the Company shall deliver to Tribune a letter identifying all known Persons who may be deemed affiliates of the Company under Rule 145 of the Securities Act (a "RULE 145 AFFILIATE"). The Company shall use its reasonable best efforts to obtain a written agreement from each Rule 145 Affiliate as soon as practicable and, in any event, at least 30 days prior to the Effective Time, substantially in the form of Exhibit E hereto.
Affiliates of the Company. The Company shall use its reasonable best efforts to cause each such person who may be at the date of the Company Stockholders Meeting an "affiliate" of the Company for purposes of Rule 145 under the Securities Act to execute and deliver to Parent at or prior to the Closing the written undertakings in the form attached hereto as Exhibit A (a "Company Affiliate Letter"). No later than 10 days prior to the Closing, the Company, after consultation with its outside counsel, shall provide Parent with a letter (reasonably satisfactory to outside counsel to Parent) specifying all of the persons or entities who, in the Company's opinion, may be deemed to be "affiliates" of the Company under the preceding sentence. The foregoing notwithstanding, Parent shall be entitled to place legends as specified in the Company Affiliate Letter on the certificates evidencing Parent Common Stock to be received by any such "affiliate" of the Company specified in such letter pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the shares of Parent Common Stock, consistent with the terms of the Company Affiliate Letter, regardless of whether such person has executed the Company Affiliate Letter.
Affiliates of the Company. As used in Sections 8, 9, 10, 11, the term “Company” shall include the Company and any of its Affiliates.
Affiliates of the Company. The Company hereby agrees that prior to the date of the Stockholders' Meeting, the Company will deliver to Parent a letter identifying all Persons who may be deemed Affiliates of the Company under Rule 145 of the Securities Act, including all directors and executive officers of the Company, and the Company hereby agrees to advise the Persons identified in such letter of the resale restrictions imposed by applicable securities laws. The Company shall use its reasonable efforts to obtain as soon as practicable after the Company's delivery of such letter from each Person identified in such letter a written agreement, substantially in the form of Exhibit D.
Affiliates of the Company. Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), no trustee or officer of the Company is an “interested person” (as defined in the Investment Company Act) of the Company, Dealer Manager or Ameriprise Financial. Except as disclosed in the Registration Statement and the Prospectus, no person is serving or acting as an officer, trustee or investment advisor of the Company, except in accordance with the applicable provisions of the Investment Company Act and the Advisers Act and the applicable rules and regulations thereunder. No relationship, direct or indirect, exists between or among the Company on the one hand, and the trustees, officers, security holders of the Company, the Advisor, or their respective affiliates, on the other hand, which is required to be described in the Prospectus and which is not so described.
Affiliates of the Company. (a) Within 30 days after the date of this Agreement, (i) the Company shall deliver to Parent a letter identifying all persons who may be deemed affiliates of the Company under Rule 145 of the Securities Act ("Rule 145"), including, without limitation, all directors and executive officers of the Company and (ii) the Company shall advise the persons identified in such letter of the resale restrictions imposed by applicable securities laws, including Accounting Series Release Xx. 000 ("XXX 000"). The Company shall use its reasonable best efforts to obtain as soon as practicable from any person who may be deemed to have become an affiliate of the Company after the Company's delivery of the letter referred to above and prior to the Effective Time, a written agreement substantially in the form of Exhibit ------- 7.4. ---
(b) If any stockholder of the Company reasonably determines on the basis of a rule or interpretation of the staff of the SEC that such stockholder will not be eligible to sell all of the shares (the "Stockholder Shares") of Parent received by such stockholder in the Merger pursuant to Rule 145(d) (1) in the three (3) month period immediately following the publication of thirty (30) days of combined financial results of operations of the Company and Parent as required by XXX 000, Xxxxxx agrees, if requested by such stockholder, to either, at Parent's option, (i) take such actions reasonably necessary to register the Stockholder Shares for resale pursuant to the Registration Statement or (ii) promptly after the Effective Time, register the Stockholder Shares pursuant to a registration statement on Form S-3. Parent shall maintain the effectiveness of any such registration statement (subject to Parent's right to convert to a Form S-3 registration from the Registration Statement at any time) until the earlier of the second anniversary of the Effective Time or such time as Parent reasonably determines that such stockholder will be eligible to sell all of the Stockholder Shares then owned by the Stockholder pursuant to Rule 145(d) (1) in the three month period immediately following the termination of the effectiveness of the applicable registration statement. Parent's obligations contained in this paragraph (b) shall terminate on the second anniversary of the Effective Time.
Affiliates of the Company. Notwithstanding Section 2(a) of the Plan, for purposes of Sections 2, 3, 4 (other than the definition of “Cause” set forth in such Section), 5, 9 and 14 of this Agreement, “Affiliate” of the Company shall mean the direct and indirect subsidiaries of the Company.
