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

Affiliates; Publication of Combined Financial Results. (a) Each of Buyer and Safety Fund shall use all reasonable 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 meeting called by Safety Fund to approve this Agreement, a written agreement, in the form of Exhibit 7.3 hereto, ----------- providing that such person will not sell, pledge, transfer or otherwise dispose of any shares of Buyer Common Stock or Safety Fund Common Stock held by such "affiliate", and, in the case of the "affiliates" of Safety Fund, the shares of Buyer Common Stock to be received by such "affiliate" in the Merger: (1) otherwise than in compliance with the applicable provisions of the Securities Act and the rules and regulations thereunder or (2) unless the parties shall have agreed that it will be impossible to obtain pooling treatment for the Merger, 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 Buyer and Safety Fund.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (CFX Corp), Agreement and Plan of Merger (CFX Corp), Agreement and Plan of Merger (Safety Fund Corp)

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Affiliates; Publication of Combined Financial Results. (a) Each To the extent not delivered prior to the date hereof, each of Buyer ANTEC and Safety Fund TSX shall use all reasonable efforts to cause each director, executive officer and other person who is an "affiliate" (for purposes of Rule 145 under the Securities Act Act, for purposes of the tax treatment of the Merger, 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 not later than 30 days after the date of this Agreement, and prior to the date of the shareholders meeting called by Safety Fund to approve this Agreement, a written agreement, in the form of Exhibit 7.3 heretoC, ----------- providing providing, among other things, that such person will not sell, pledge, transfer or otherwise dispose of (i) any shares of Buyer ANTEC Common Stock or Safety Fund TSX Common Stock held by such "affiliate", and, in ," except to the case of extent and under the "affiliates" of Safety Fund, the shares of Buyer Common Stock to be received by such "affiliate" in the Merger: (1) otherwise than in compliance with the applicable provisions of the Securities Act and the rules and regulations thereunder or (2) unless the parties shall have agreed that it will be impossible to obtain pooling treatment for the Mergerconditions permitted therein, 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 Buyer ANTEC and Safety FundTSX, and (ii) any shares of ANTEC 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.

Appears in 1 contract

Samples: Plan of Merger (Antec Corp)

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