Common use of Affiliates of the Company Clause in Contracts

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. The Company shall use its all reasonable best efforts to cause each such person who that may be at the Effective Time or was on the date of the Company Stockholders Meeting hereof an "affiliate" of the Company for purposes of Rule 145 under the Securities Act to execute and deliver to Parent at or Parent, not less than 30 days prior to the Closing date of the Company Stockholders Meeting, the written undertakings in the form attached hereto to this Agreement as Exhibit A B (a the "Company Affiliate Letter"). No later than 10 45 days prior to the Closingsuch date, 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 Persons who, in the Company's opinion, may be deemed to be "affiliates" 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 any of the shares of Parent Common Stock to be received by (i) any such "affiliate" affiliate of the Company specified in such letter or (ii) any Person that Parent reasonably identifies (by written notice to the Company) as being a Person that may be deemed an affiliate, 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 LetterLetters, regardless of whether such person Person has executed the a Company Affiliate LetterLetter and regardless of whether such Person's name appears on the letter to be delivered pursuant to the preceding sentence.

Affiliates of the Company. The Company shall use its all reasonable best efforts to cause each such person who that may be at the Effective Time or was on the date of the Company Stockholders Meeting hereof an "affiliate" of the Company for purposes of Rule 145 under the Securities Act to execute and deliver to Parent at or Parent, not less than 30 days prior to the Closing date of the Company Stockholders Meeting, the written undertakings in the form attached hereto to this Agreement as Exhibit A B (a the "Company Affiliate LetterCOMPANY AFFILIATE LETTER"). No later than 10 45 days prior to the Closingsuch date, 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 Persons who, in the Company's opinion, may be deemed to be "affiliates" 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 any of the shares of Parent Common Stock to be received by (i) any such "affiliate" affiliate of the Company specified in such letter or (ii) any Person that Parent reasonably identifies (by written notice to the Company) as being a Person that may be deemed an affiliate, 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 LetterLetters, regardless of whether such person Person has executed the a Company Affiliate LetterLetter and regardless of whether such Person's name appears on the letter to be delivered pursuant to the preceding sentence.