Affiliates; Publication of Combined Financial Results. (a) Each of CCB and NCBC shall use its reasonable 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 Agreement, and prior to the date of the shareholders' meetings called by CCB and NCBC to approve this Agreement, a written agreement, in the form of Exhibit 5.5(a)(1) or (2), as applicable, hereto, providing that such person will not sell, pledge, transfer or otherwise dispose of any shares of CCB Capital Stock, or NCBC Capital Stock held by such "affiliate" and, in the case of the "affiliates" of CCB, the shares of NCBC Capital Stock to be received by such "affiliate" in the Merger. (b) The Surviving Corporation shall use its best efforts to publish as promptly as reasonably practical, but in no event later than 90 days after the end of the first month after the Effective Time in which there are at least 30 days of post-Merger combined operations (which month may be the month in which the Effective Time occurs), combined sales and net income data as contemplated by and in accordance with the terms of SEC Accounting Series Release No. 135.
Appears in 3 contracts
Samples: Merger Agreement (National Commerce Bancorporation), Merger Agreement (CCB Financial Corp), Merger Agreement (CCB Financial Corp)
Affiliates; Publication of Combined Financial Results. (a) Each of CCB Xxxxx Fargo and NCBC Norwest shall use its reasonable 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 Agreement, and prior to the date of the shareholdersstockholders' meetings called by CCB Xxxxx Fargo and NCBC Norwest to approve this Agreement, a written agreement, in the form of Exhibit 5.5(a)(1) or (2), as applicable, hereto, providing that such person will not sell, pledge, transfer or otherwise dispose of any shares of CCB Xxxxx Fargo Capital Stock, or NCBC Norwest Capital Stock held by such "affiliate" and, in the case of the "affiliates" of CCBXxxxx Fargo, the shares of NCBC Norwest Capital Stock to be received by such "affiliate" in the Merger.
(b) The Surviving Corporation shall use its best efforts to publish as promptly as reasonably practical, but in no event later than 90 days after the end of the first month after the Effective Time in which there are at least 30 days of post-Merger combined operations (which month may be the month in which the Effective Time occurs), combined sales and net income data figures as contemplated by and in accordance with the terms of SEC Accounting Series Release No. 135.
Appears in 2 contracts
Samples: Merger Agreement (Wells Fargo & Co), Merger Agreement (Norwest Corp)
Affiliates; Publication of Combined Financial Results. (a) Each of CCB Fleet and NCBC BankBoston shall use its reasonable 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 Agreement, and prior to the date of the shareholdersstockholders' meetings called by CCB Fleet and NCBC BankBoston to approve this Agreement, a written agreement, in the form of Exhibit 5.5(a)(16.5(a)(1) or (2), as applicable, hereto, providing that such person will not sell, pledge, transfer or otherwise dispose of any shares of CCB Fleet Capital Stock, or NCBC BankBoston Capital Stock held by such "affiliate" and, in the case of the "affiliates" of CCBBankBoston, the shares of NCBC Fleet Capital Stock to be received by such "affiliate" in the Merger.
(b) The Surviving Corporation shall use its best efforts to publish as promptly as reasonably practical, but in no event later than 90 days after the end of the first month after the Effective Time in which there are at least 30 days of post-Merger combined operations (which month may be the month in which the Effective Time occurs), combined sales and net income data figures as contemplated by and in accordance with the terms of SEC Accounting Series Release No. 135.
Appears in 1 contract
Samples: Merger Agreement (Bankboston Corp)