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

Affiliates; Publication of Combined Financial Results. (a) Each of BANC ONE and FCN 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 Second Step 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 stockholders meetings called by BANC ONE and FCN to approve this Agreement, a written agreement, in the form of Exhibit 6.5(a)(1) or (2), as applicable, hereto, providing that such person will not sell, pledge, transfer or otherwise dispose of any shares of BANC ONE Capital Stock, Newco Capital Stock or FCN Capital Stock held by such "affiliate" and, in the case of the "affiliates" of FCN, the shares of Newco Capital Stock to be received by such "affiliate" in the Second Step Merger: (i) in the case of shares of Newco Capital Stock to be received by "affiliates" of FCN in the Second Step Merger, except in compliance with the applicable provisions of the Securities Act and the rules and regulations thereunder; and (ii) except to the extent and under the conditions permitted therein, during the period commencing 30 days prior to the Effective Time and ending at the time of the publication of financial results covering at least 30 days of combined operations of Newco and FCN. (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 figures as contemplated by and in accordance with the terms of SEC Accounting Series Release No. 135.

Affiliates; Publication of Combined Financial Results. (a) Each of BANC ONE Professionals Group, PICOM, and FCN PPTF shall use its best efforts to cause each director, trustee, executive officer and other person who is an "affiliate" (for purposes of Rule 145 under the Securities Act and for purposes of qualifying the Second Step Merger Mergers 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 earlier of the date of the meeting of stockholders meetings called by BANC ONE Professionals Group and FCN the date of the meeting of Voting Members called by PPTF to approve this Agreement, a written agreement, in the form of Exhibit 6.5(a)(1) or (2), as applicable, heretoD to this Agreement, providing that such person will not sell, pledge, transfer or otherwise dispose of any shares of BANC ONE Capital Stock, Newco Capital Professionals Group Common Stock or FCN Capital Stock PPTF Membership Rights held by such "affiliate" and, in the case of the "affiliates" of FCNPPTF, the shares of Newco Capital Professionals Group Common Stock to be received by such "affiliate" in the Second Step MergerINSCX Xxxger: (i) in the case of shares of Newco Capital Professionals Group Common Stock to be received by "affiliates" of FCN PPTF in the Second Step MergerINSCX Xxxger, except in compliance with the applicable provisions of the Securities Act and the rules and regulations thereunder; and (ii) except to the extent and under the conditions permitted therein, during the period commencing 30 thirty (30) days prior to the Effective Time INSCX Xxxger and ending at the time of the publication of financial results covering at least 30 thirty (30) days of combined operations of Newco PICOM and FCNPPTF. (b) The Surviving Corporation Professionals Group shall use its best efforts to publish as promptly as reasonably practical, practical but in no event later than 90 forty- five (45) days after the end of the first month after the later of the INSCX Xxxective Time and the PICOM Effective Time in which there are at least 30 thirty (30) days of post-Merger merger combined operations (which month may be the month in which the later of the INSCX Xxxective Time and the PICOM Effective Time occurs), combined sales and net income figures as contemplated by and in accordance with the terms of SEC Accounting Series Release No. 135.