AFFILIATES OF THE COMPANY AND PARENT Sample Clauses

AFFILIATES OF THE COMPANY AND PARENT. The Company has identified the Persons listed on SECTION 6.9 of the Company Disclosure Schedule as "affiliates" of the Company for purposes of Rule 145 promulgated under the Securities Act (each, a "COMPANY AFFILIATE") and the Company will use its reasonable efforts to obtain as promptly as practicable from each Company Affiliate written agreements in the form attached hereto as EXHIBIT F (the "COMPANY AFFILIATE LETTER") that such Company Affiliate will not sell, pledge, transfer or otherwise dispose of any Parent Shares issued to such Company Affiliate pursuant to the Merger, except in compliance with Rule 145 promulgated under the Securities Act or an exemption from the registration requirements of the Securities Act.
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AFFILIATES OF THE COMPANY AND PARENT. The Company has identified to ------------------------------------ Parent each "affiliate" of the Company for purposes of Rule 145 promulgated under the Securities Act (each, a "Company Affiliate") and the Company will use its reasonable efforts to obtain as promptly as practicable from each Company Affiliate written agreements in the form attached hereto as Exhibit C (the --------- "Company Affiliate Letter") that such Company Affiliate will not sell, pledge, transfer or otherwise dispose of any Parent Shares issued to such Company Affiliate pursuant to the Merger, except in compliance with Rule 145 promulgated under the Securities Act or an exemption from the registration requirements of the Securities Act.
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AFFILIATES OF THE COMPANY AND PARENT. Parent has identified to the Company each Parent Affiliate and the Company has identified to Parent each the Company Affiliate (Parent Affiliates and the Company Affiliates are collectively referred to as the "Affiliates") and each Affiliate has delivered to the Company and Parent on or prior to the date hereof, a written agreement (i) that such Affiliate will not sell, pledge, transfer or otherwise dispose of any Shares issued to such Affiliate pursuant to the Merger, except in compliance with Rule 145 promulgated under the Securities Act or an exemption from the registration requirements of the Securities Act and (ii) that on or prior to the earlier of (x) the mailing of the Proxy Statement/Prospectus or (y) the thirtieth day prior to the Effective Time such Affiliate will not thereafter sell or in any other way reduce such Affiliate's risk relative to any Shares received in the Merger (within the meaning of the SEC's Financial Reporting Release No. 1, "Codification of Financing Reporting Policies," Section 201.01 47 F.R. 21028 (April 15, 1982)), until such time as financial results (including combined sales and net income) covering at least 30 days of post-merger operations have been published, except as permitted by Staff Accounting Bulletin No. 76 issued by the SEC. Parent agrees to use commercially reasonable efforts to make publicly available financial statements reflecting at least 30 days of combined operations of Parent and the Company as soon as practicable. 6.10
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AFFILIATES OF THE COMPANY AND PARENT. As soon as practicable, the Company and Parent shall each deliver to the other a letter pursuant to Staff Accounting Bulletins 65 and 76 and Accounting Series Releases 130 and 135 (xxx "XXX Xx. 00 Xxxiliate Letter") identifying all persons who may be deemed affiliates of the Company or Parent, respectively, for purposes of the foregoing, including, without limitation, all directors and executive officers of the Company or Parent as of the date of the APB Xx. 00 Xxxiliate Letter. Each of the Company and Parent shall use its best efforts to obtain as soon as practicable from each person listed on the respective APB Xx. 00 Xxxiliate Letter and in any event prior to the Closing Date, an agreement not to sell shares of Company Common Stock or Parent Common Stock in excess of an amount which would, in the aggregate, contravene the provisions of the foregoing until combined results of operations covering at least thirty (30) days of combined operations are made public.
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Related to AFFILIATES OF THE COMPANY AND PARENT

  • Affiliates and Third Parties If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when performing a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.10, and this Agreement is intended to benefit the Affiliate or third party. The Affiliate or third party may enforce the PII related terms of this Section 4.10 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

  • Affiliates and Subsidiaries Borrower's affiliates and subsidiaries (those entities in which Borrower has either a controlling interest or at least a 25% ownership interest) and their addresses, and the names of Borrower's principal shareholders, are as provided on a schedule delivered to Bank on or before the date of this Agreement.

  • Affiliates The Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of the Borrower's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.

  • Subsidiaries of the Company The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement.

  • Affiliated Entities As used in this Agreement, "Company" shall include the Company and each corporation, limited liability company, partnership, or other entity that is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests), provided, however, that the Executive's title need not be identical for each of the affiliated entities nor the same as that for the Company.

  • Officers of the Company The officers of the Company shall be a chairman and chief executive officer, one or more vice-chairmen, a president, one or more vice-presidents, a treasurer, a secretary, and such other officers as may be elected or appointed from time to time by the Management Committee. Any two or more offices may be held by the same person. Each officer shall hold office until his successor shall have been duly elected or until his death or until he shall resign or shall have been removed by the Management Committee. Election of an officer shall not of itself create contract rights.

  • Subsidiaries; Affiliates; Capitalization; Solvency (a) Each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate.

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

  • Subsidiaries and Affiliates of Borrower To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates.

  • COMPANIES This Exhibit forms a part of the Restricted Stock Unit Award Agreement, entered into as of December 7, 2015, between Joy Global Inc. and .

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