Agreements of Affiliates GSMS has disclosed in Section 8.11 of the GSMS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of GSMS for purposes of Rule 145 under the 1933 Act. GSMS shall use its reasonable efforts to cause each such Person to deliver to PSS not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.1, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of GSMS 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 PSS 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, because the Merger is to be accounted for by the pooling-of-interests method of accounting, until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Because the Merger is to be accounted for using the pooling-of-interests method of accounting, shares of PSS Common Stock issued to such affiliates of GSMS in exchange for shares of GSMS Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of PSS and GSMS 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 written agreement referred to in this Section 8.11 (and PSS shall be entitled to place restrictive legends upon certificates for shares of PSS Common Stock issued to affiliates of GSMS pursuant to this Agreement to enforce the provisions of this Section 8.11). PSS shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of PSS Common Stock by such affiliates. PSS has disclosed in Section 8.11 of the PSS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of PSS. PSS shall use its reasonable efforts to cause each such Person to execute and deliver not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.2, providing that such Person shall not sell, pledge, transfer or otherwise dispose of any shares of PSS Common Stock until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies.
Lockup Agreements Each of the Stockholders shall, upon request of the Underwriter Representative, execute a customary "lockup" agreement in connection with the Initial Public Offering, pursuant to which the Stockholders will be prohibited from selling any Acquiror Common Stock owned by them for up to 180 days from the closing of the Initial Public Offering.
Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.
Affiliates Agreements Concurrently with the execution of this --------------------- Agreement, GBB shall have received from each person named in the letter or otherwise referred to in Section 6.9 an executed copy of an agreement substantially in the form on Exhibit B hereto. ---------
Agreement of Affiliates FCBS has disclosed in Section 0.9 of the FCBS Disclosure Memorandum each Person whom it reasonably believes is an "affiliate" of FCBS for purposes of Rule 145 under the 1933 Act. FCBS shall use its reasonable efforts to cause each such Person to deliver to Regions not later than 30 days prior to the Effective Time a written agreement, substantially in the form of Exhibit 3 to this Agreement0"0, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCBS 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 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 and until such time as financial results covering at least 30 days of combined operations of Regions and FCBS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SEC, shares of Regions Common Stock issued to such affiliates of FCBS in exchange for shares of FCBS Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Regions and FCBS 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 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 FCBS pursuant to this Agreement to enforce the provisions of this Section 8.9). Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions Common Stock by such affiliates.
Existing Lock-Up Agreements Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no existing agreements between the Company and its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities. The Company will direct the transfer agent to place stop transfer restrictions upon the securities of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated therein.
Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.
Affiliates Letters Parent shall have received an Affiliates Letter from each Person identified as an affiliate of the Company pursuant to Section 6.8.
Continuing Agreements All covenants, agreements, representations and warranties made by Borrowers in this Agreement, in any of the other Financing Documents, and in any certificate delivered pursuant hereto or thereto shall survive the making by Lender of the Revolving Loan, the issuance of Letters of Credit and the execution and delivery of the Notes, shall be binding upon Borrowers regardless of how long before or after the date hereof any of the Obligations were or are incurred, and shall continue in full force and effect so long as any of the Obligations are outstanding and unpaid. From time to time upon Lender’s request, and as a condition of the release of any one or more of the Security Documents, Borrowers and other Persons obligated with respect to the Obligations shall provide Lender with such acknowledgments and agreements as Lender may require to the effect that there exists no defenses, rights of setoff or recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever in connection with the Obligations against Lender and/or any of its agents and others, or to the extent there are, the same are waived and released.
Enforce Lock-Up Agreements During the Lock-up Period, the Company will enforce all agreements between the Company and any of its security holders that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Shares or Related Securities or any of the other actions restricted or prohibited under the terms of the form of Lock-up Agreement. In addition, the Company will direct the transfer agent to place stop transfer restrictions upon any such securities of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated in such agreements, including, without limitation, “lock-up” agreements entered into by the Company’s officers and directors pursuant to Section 6(i) hereof.
