Common use of Agreements of Affiliates Clause in Contracts

Agreements of Affiliates. At least 10 days prior to the Effective Time, the Company shall cause to be prepared and delivered to Parent a list identifying all Persons who, at the time of the Company Meeting, may be deemed to be “affiliates” of the Company as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act. The Company shall use its best efforts to cause each Person who is identified as an affiliate of the Company in such list to execute and deliver to Parent, on or prior to the Closing Date, a written agreement, in the form attached hereto as Exhibit 5.9. Parent shall be entitled to place legends as specified in such agreements on the Parent Certificates representing any Parent Common Stock to be issued to such Persons in the Merger, irrespective of whether or not they sign such agreements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cal Dive International Inc), Agreement and Plan of Merger (Remington Oil & Gas Corp)

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Agreements of Affiliates. At least 10 days prior to the Effective Time, the Company Prize shall cause to be prepared and delivered to Parent a list identifying all Persons who, at the time of the Company Prize Meeting, may be deemed to be "affiliates" of the Company Prize as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act. The Company Prize shall use its best efforts to cause each Person who is identified as an affiliate of the Company Prize in such list to execute and deliver to Parent, on or prior to the Closing Date, a written agreement, in the form attached hereto as Exhibit 5.95.10. Parent shall be entitled to place legends as specified in such agreements on the Parent Certificates representing any Parent Common Stock to be issued to such Persons in the Merger, irrespective of whether or not they sign such agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Magnum Hunter Resources Inc)

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Agreements of Affiliates. At least 10 days prior to the Effective Time, the Company shall cause to be prepared and delivered to Parent a list identifying all Persons who, at the time of the Company Meeting, may be deemed to be “affiliates” of the Company as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act. The Company shall use its best efforts (without payment or compensation) to cause each Person who is identified as an affiliate of the Company in such list to execute and deliver to Parent, on or prior to the Closing Date, a written agreement, in the form attached hereto as Exhibit 5.95.10. Parent shall be entitled to place legends as specified in such agreements on the Parent Certificates representing any Parent Common Stock to be issued to such Persons in the Merger, irrespective of whether or not they sign such agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Magnum Hunter Resources Inc)

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