Common use of Agreement of Affiliates Clause in Contracts

Agreement of Affiliates. FCB has disclosed on Schedule 8.11 each Person whom it reasonably believes is an “affiliate” of FCB for purposes of Rule 145 under the 1933 Act. FCB 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 FCB 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 FCB 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Florida Choice Bankshares, Inc.), Agreement and Plan of Merger (Alabama National Bancorporation)

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Agreement of Affiliates. FCB PBF has disclosed on Schedule 8.11 each Person whom it reasonably believes is an “affiliate” of FCB PBF for purposes of Rule 145 under the 1933 Act. FCB 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 FCB 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 FCB 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alabama National Bancorporation), Agreement and Plan of Merger (P B Financial Services Corp)

Agreement of Affiliates. FCB IRBC has disclosed on Schedule 8.11 each Person whom it reasonably believes is an “affiliate” of FCB IRBC for purposes of Rule 145 under the 1933 Act. FCB IRBC 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 A providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCB IRBC 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 FCB IRBC 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.

Appears in 1 contract

Samples: Employment Agreement (Alabama National Bancorporation)

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Agreement of Affiliates. FCB IRBC has disclosed on Schedule 8.11 each Person whom it reasonably believes is an "affiliate" of FCB IRBC for purposes of Rule 145 under the 1933 Act. FCB IRBC 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 A providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCB IRBC 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 FCB IRBC 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.

Appears in 1 contract

Samples: Employment Agreement (Indian River Banking Company)

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