Agreement of Affiliates. ONSB has disclosed in Section 8.11 of the ONSB Disclosure Memorandum each Person whom it reasonably believes to be an "affiliate" of ONSB for purposes of Rule 145 under the 1933 Act. ONSB shall use its commercially reasonable best efforts to cause each such Person to execute and deliver to LSB not later than thirty (30) days prior to the Effective Time, an Affiliate Agreement in substantially the form of Exhibit 2 (an "Affiliate Agreement"), providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of ONSB Common Stock held by such Person, except as contemplated by such Affiliate Agreement or by this Agreement, and will not sell, pledge, transfer, or otherwise dispose of the shares of LSB Common Stock to be received by such Person upon consummation of the Merger, except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least thirty (30) days of combined operations of LSB and ONSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. In order that the Merger will qualify for "pooling-of-interests" accounting treatment consistent with GAAP and the rules and regulations of the SEC, shares of LSB Common Stock issued to such affiliates of ONSB in exchange for shares of ONSB Common Stock shall not be transferable until such time as financial results covering at least thirty (30) days of combined operations of LSB and ONSB have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the Affiliate Agreement referred to in this Section 8.11 (and LSB shall be entitled to place restrictive legends upon certificates for shares of LSB Common Stock issued to affiliates of ONSB pursuant to this Agreement to enforce the provisions of this Section 8.11). LSB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of LSB Common Stock by such affiliates.
Agreement of Affiliates. Source has disclosed in Section 8.12 of ----------------------- the Source Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of Source for purposes of Rule 145 under the 1933 Act. Source shall use its reasonable efforts to cause each such Person to deliver to NDC not later than 30 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Source Common Stock or Source Preferred Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of NDC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. NDC shall be entitled to place restrictive legends upon certificates for shares of NDC Common Stock issued to affiliates of Source pursuant to this Agreement to enforce applicable provisions of Law. NDC shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of NDC Common Stock by such affiliates.
Agreement of Affiliates. PBF has disclosed on Schedule 8.11 each Person whom it reasonably believes is an “affiliate” of PBF for purposes of Rule 145 under the 1933 Act. PBF shall cause each such Person to deliver to ANB not later than 30 days after the date of this Agreement a written agreement, substantially in the form of Exhibit B providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of PBF Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of ANB Common Stock to be received by such Person upon consummation of the Merger, except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder (and ANB shall be entitled to place restrictive legends upon certificates for shares of ANB Common Stock issued to affiliates of PBF pursuant to this Agreement to enforce the provisions of this Section 8.11). ANB shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of ANB Common Stock by such affiliates.
Agreement of Affiliates. TARGET has Previously Disclosed all ----------------------- Persons whom it reasonably believes are "affiliates" of TARGET for purposes of Rule 145 under the 1933 Act. TARGET shall use its reasonable efforts to cause each such Person to deliver to PURCHASER not later than thirty (30) days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 1 hereto, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of TARGET Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of PURCHASER Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. Regardless of whether each such affiliate has provided the written agreement referred to in this Section, PURCHASER shall be entitled to place restrictive legends upon certificates for shares of PURCHASER Common Stock issued to affiliates of TARGET pursuant to this Agreement to enforce the provisions of this Section.
Agreement of Affiliates. The Company shall deliver to Parent, ----------------------- prior to the date the Registration Statement becomes effective under the Securities Act, a letter (the "Affiliate Letter") identifying all Persons who ---------------- are, or may be deemed to be, "affiliates" of the Company for purposes of Rule 145 under the Securities Act. The Company shall use its reasonable best efforts to cause each such Person who is identified as an "affiliate" in the Affiliate Letter to deliver to Parent, prior to the Effective Time, a written agreement (the "Affiliate Agreement") in substantially the form of Annex B hereto. -------------------
Agreement of Affiliates. Morgxx xxx disclosed in Section 8.9 of the Morgxx Xxxclosure Memorandum each Person whom it reasonably believes may be deemed an "affiliate" of Morgxx xxx purposes of Rule 145 under the 1933 Act. Morgxx xxxll use its reasonable efforts to cause each such Person to deliver to Regions not later than the Effective Time, a written agreement, in substantially the form of Exhibit 3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Morgxx Xxxmon Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. Shares of Regions Common Stock issued to such affiliates of Morgxx xx exchange for shares of Morgxx Xxxmon Stock shall not be transferable, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 (and Regions shall be entitled to place restrictive legends upon certificates for shares of Regions Common Stock issued to affiliates of Morgxx xxxsuant to this Agreement to enforce the provisions of this Section 8.9), except as provided
Agreement of Affiliates. PFSL shall deliver to IBKC, no later than thirty (30) days after the date of this Agreement, a letter identifying each person whom it reasonably believes is an “affiliate” of PFSL for purposes of Rule 145 under the 1933 Act. Thereafter and until the Effective Date, PFSL shall identify to IBKC each additional person whom PFSL reasonably believes to have thereafter become an “affiliate”. PFSL shall use its best efforts to cause each person who is identified as an “affiliate” of PFSL pursuant to the two (2) immediately preceding sentences to deliver to IBKC, prior to the Effective Date, a written agreement, substantially in the form of Exhibit II.
Agreement of Affiliates. Target has Previously Disclosed all Persons whom it reasonably believes are “affiliates” of Target for purposes of Rule 145 under the 1933 Act. Target shall use its best efforts to cause each such Person to deliver to Purchaser not later than thirty (30) days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 7.10 hereto, providing that such Person will not sell, pledge, transfer or otherwise dispose of the shares of Target Common Stock held by such Person except as contemplated by such agreement and will not sell, pledge, transfer or otherwise dispose of the shares of Purchaser Common Stock to be received by such Person upon consummation of the Company Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. Regardless of whether each such affiliate has provided the written agreement referred to in this Section, Purchaser shall be entitled to place restrictive legends upon certificates for shares of Purchaser Common Stock issued to affiliates of Target pursuant to this Agreement to enforce the provisions of this Section.
Agreement of Affiliates. Mellon and BNY have disclosed in Section 5.16 of their Disclosure Letters each Person whom they reasonably believe may be deemed an “affiliate” of Mellon or BNY, respectively, for purposes of Rule 145 under the 1933 Act. Mellon and BNY shall use their reasonable efforts to cause each such Person to deliver to Newco, not later than the date of mailing of the Joint Proxy Statement/Prospectus, a written agreement in substantially the form of Exhibit 3-A and 3-B, respectively.
Agreement of Affiliates. Target has disclosed in Section 8.10 of the Target Disclosure Memorandum all Persons whom it reasonably believes is an “affiliate” of Target for purposes of Rule 145 under the 1933 Act. Target shall use its reasonable efforts to cause each such Person to deliver to Purchaser not later than 30 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit B.
