Common use of Affiliates; Pooling; Tax Treatment Clause in Contracts

Affiliates; Pooling; Tax Treatment. (a) The Company shall use all reasonable efforts to obtain from any person who will receive Parent Common Stock in exchange for Company Common Stock in the Merger and may be deemed to have become an affiliate of the Company after the date of this Agreement and on or prior to the Effective Time, a written agreement substantially in the form of Exhibit A hereto as soon as practicable after attaining such status. (b) Parent shall use all reasonable efforts to obtain from any person who may be deemed to have become an affiliate of Parent after the date of this Agreement and on or prior to the Effective Time, a written agreement substantially in the form of Exhibit B hereto as soon as practicable after obtaining such status. (c) Parent shall not be required to maintain the effectiveness of the Registration Statement for the purpose of resale by stockholders of the Company who may be affiliates of the Company or Parent pursuant to Rule 145 under the Securities Act. (d) Each party hereto shall use all reasonable efforts to cause the Merger to be treated for financial accounting purposes as a Pooling Transaction, and shall not take, and shall use all reasonable efforts to prevent any affiliate of such party from taking, any actions which could prevent the Merger from being treated for financial accounting purposes as a Pooling Transaction, (e) Each party hereto shall use all reasonable efforts to cause the Merger to qualify, and shall not take, and shall use all reasonable efforts to prevent any affiliate of

Affiliates; Pooling; Tax Treatment. (a) The Company shall use all reasonable efforts to obtain from any person Person who will receive Parent Common Stock in exchange for Company Common Stock in the Merger and may be deemed to have become an affiliate Affiliate of the Company after the date of this Agreement and on or prior to the Effective Time, Closing Date a written agreement substantially in the form of Exhibit A Annex B hereto as soon as practicable after attaining such status. (b) The Parent shall use all reasonable efforts to obtain from any person Person who may be deemed to have become an affiliate Affiliate of the Parent after the date of this Agreement and on or prior to the Effective Time, Closing Date a written agreement substantially in the form of Exhibit B Annex C hereto as soon as practicable after obtaining attaining such status. (c) The Parent Companies shall not be required to maintain the effectiveness of the Registration Statement for the purpose of resale by stockholders of the Company who may be affiliates Affiliates of the Company or Parent pursuant to Rule 145 under the Securities Act. (d) Each party hereto shall use all reasonable efforts to cause the Merger to be treated for financial accounting purposes as a Pooling Transaction, and shall not take, and shall use all reasonable efforts to prevent any affiliate Affiliate of such party from taking, any actions which that could prevent the Merger from being treated for financial accounting purposes as a Pooling Transaction,. (e) Each party hereto shall use all reasonable efforts to cause the Merger to qualify, and shall not take, and shall use all reasonable efforts to prevent any affiliate ofAffiliate of such party from taking, any actions that could prevent the Merger from qualifying, as a reorganization under the provisions of Section 368(a) of the Code.

Affiliates; Pooling; Tax Treatment. (a) The Company shall use all reasonable efforts to obtain from any person Person who will receive Parent Common Stock in exchange for Company Common Stock in the Merger and may be deemed to have become an affiliate Affiliate of the Company after the date of this Agreement Plan and on or prior to the Effective Time, Time a written agreement substantially in the form of Exhibit A Annex B hereto as soon as practicable after attaining such status. (b) Parent shall use all reasonable efforts to obtain from any person who may be deemed to have become an affiliate of Parent after the date of this Agreement and on or prior to the Effective Time, a written agreement substantially in the form of Exhibit B hereto as soon as practicable after obtaining such status. (c) Parent The Acquiror Companies shall not be required to maintain the effectiveness of the Registration Statement for the purpose of resale by stockholders shareholders of the Company who may be affiliates Affiliates of the Company or Parent pursuant to Rule 145 under the Securities Act. (dc) Each party hereto shall use all reasonable efforts to cause the Merger to be treated for financial accounting purposes as a Pooling Transaction, and shall not take, and shall use all reasonable efforts to prevent any affiliate Affiliate of such party from taking, any actions which could prevent the Merger from being treated for financial accounting purposes as a Pooling Transaction,. (ed) Each party hereto shall use all reasonable efforts to cause the Merger to qualify, and shall not take, and shall use all reasonable efforts to prevent any affiliate ofAffiliate of such party from taking, any actions which could prevent the Merger from qualifying, as a reorganization under the provisions of Section 368(a) of the Code.

Affiliates; Pooling; Tax Treatment. (a) The Company shall use all reasonable efforts to obtain from any person who will receive Parent Common Stock in exchange for Company Common Stock in the Merger and may be deemed to have become an affiliate of the Company after the date of this Agreement and on or prior to the Effective Time, a written agreement substantially in the form of Exhibit A hereto as soon as practicable after attaining such status. (b) Parent shall use all reasonable efforts to obtain from any person who may be deemed to have become an affiliate of Parent after the date of this Agreement and on or prior to the Effective Time, a written agreement substantially in the form of Exhibit B hereto as soon as practicable after obtaining such status. (c) Parent shall not be required to maintain the effectiveness of the Registration Statement for the purpose of resale by stockholders of the Company who may be affiliates of the Company or Parent pursuant to Rule 145 under the Securities Act. (dc) Each party hereto shall use all reasonable efforts to cause the Merger to be treated for financial accounting purposes as a Pooling Transaction, and shall not take, and shall use all reasonable efforts to prevent any affiliate of such party from taking, any actions which could prevent the Merger from being treated for financial accounting purposes as a Pooling Transaction, (ed) Each party hereto shall use all reasonable efforts to cause the Merger to qualify, and shall not take, and shall use all reasonable efforts to prevent any affiliate ofof such party from taking, any actions which could prevent the Merger from qualifying as a reorganization under the provisions of Section 368(a) of the Code.

Affiliates; Pooling; Tax Treatment. (a) The Company shall use all reasonable efforts to obtain from any person Person who will receive Parent Common Stock in exchange for Company Common Stock in the Merger and may be deemed to have become an affiliate Affiliate of the Company after the date of this Agreement and on or prior to the Effective Time, Closing Date a written agreement substantially in the form of Exhibit A Annex B hereto as soon as practicable after attaining such status. (b) The Parent shall use all reasonable efforts to obtain from any person Person who may be deemed to have become an affiliate Affiliate of the Parent after the date of this Agreement and on or prior to the Effective Time, Closing Date a written agreement substantially in the form of Exhibit B Annex C hereto as soon as practicable after obtaining attaining such status.. AGREEMENT AND PLAN OF MERGER -41- (c) The Parent Companies shall not be required to maintain the effectiveness of the Registration Statement for the purpose of resale by stockholders of the Company who may be affiliates Affiliates of the Company or Parent pursuant to Rule 145 under the Securities Act. (d) Each party hereto shall use all reasonable efforts to cause the Merger to be treated for financial accounting purposes as a Pooling Transaction, and shall not take, and shall use all reasonable efforts to prevent any affiliate Affiliate of such party from taking, any actions which that could prevent the Merger from being treated for financial accounting purposes as a Pooling Transaction,. (e) Each party hereto shall use all reasonable efforts to cause the Merger to qualify, and shall not take, and shall use all reasonable efforts to prevent any affiliate ofAffiliate of such party from taking, any actions that could prevent the Merger from qualifying, as a reorganization under the provisions of Section 368(a) of the Code.