Common use of Affiliates; Publication of Combined Financial Results Clause in Contracts

Affiliates; Publication of Combined Financial Results. (a) Each of the Company and Parent shall use its best efforts to cause each director, executive officer and other person who is an "affiliate" (for purposes of Rule 145 under the Securities Act and for purposes of qualifying the Merger for "pooling of interests" accounting treatment) of such party to deliver to the other party hereto, as soon as practicable after the date of this Plan, and prior to the date of the shareholders meetings called by the Company and Parent to approve this Plan, a written agreement, in the form of Annex 2 hereto, providing that such person will not sell, pledge, transfer or otherwise dispose of any shares of the Company Common Stock or Parent Common Stock held by such "affiliate" and, in the case of the "affiliates" of the Company, the shares of Parent Common Stock to be received by such "affiliate" in the Merger, except in compliance with the applicable provisions of the Securities Act and the rules and regulations thereunder and during the period commencing 30 days prior to the Merger and ending at the time of the publication of financial results covering at least 30 days of combined operations of the Company and Parent.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (F&m Bancorporation Inc), Agreement and Plan of Merger (Citizens Banking Corp), Agreement and Plan of Merger (F&m Bancorporation Inc)

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Affiliates; Publication of Combined Financial Results. (a) Each of the Company and Parent shall use its best efforts to cause each director, executive officer and other person who is an "affiliate" (for purposes of Rule 145 under the Securities Act and for purposes of qualifying the Merger for "pooling of interests" accounting treatment) of such party to deliver to the other party hereto, as soon as practicable after the date of this Plan, and prior to the date of the shareholders meetings called by the Company and Parent to approve this Plan, a written agreement, in the form of Annex 2 hereto, providing that such person will not sell, pledge, transfer or otherwise dispose of any shares of the Company Common Stock or Parent Common Stock held by such "affiliate" and, in the case of the "affiliates" of the Company, the shares of Parent Common Stock to be received by such "affiliate" in the Merger, except in compliance with the applicable provisions of the Securities Act and the rules and regulations thereunder thereunder; and during the period commencing 30 days prior to the Merger and ending at the time of the publication of financial results covering at least 30 days of combined operations of the Company and Parent.

Appears in 2 contracts

Samples: Stock Option Agreement (Citizens Banking Corp), Stock Option Agreement (Citizens Banking Corp)

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