Common use of Agreements of Rule 145 Affiliates Clause in Contracts

Agreements of Rule 145 Affiliates. Prior to the Effective Time, the Company and Parent shall each cause to be prepared and delivered to the other a list identifying all persons who, at the time of the meetings of stockholders and shareholders pursuant to Section 7.5, the Company or Parent, as the case may be, believes may be deemed to be "affiliates" of the Company or Parent, as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act (the "Rule 145 Affiliates"). Parent shall be entitled to place restrictive legends on any shares of Parent Common Stock received by such Rule 145 Affiliates pursuant to the Merger. The Company shall use its commercially reasonable efforts to cause each person who is identified as a Rule 145 Affiliate in such list to deliver to Parent, at or prior to the Effective Time, a written agreement, in the form to be approved by the parties hereto, that such Rule 145 Affiliate will not sell, pledge, transfer or otherwise dispose of any shares of Parent Common Stock issued to such Rule 145 Affiliate pursuant to the Merger, except pursuant to an effective registration statement or in compliance with Rule 145 or an exemption from the registration requirements of the Securities Act. The Company and Parent shall each use its best efforts to cause each person who is identified as a Rule 145 Affiliate in such list, to sign as soon as possible after the date hereof, but in any event on or prior to the thirtieth day prior to the Effective Time a written agreement, in the form to be approved by the Company and Parent that such party will not sell or in any other way reduce such party's risk relative to any shares of Parent Common Stock or Company Common Stock (within the meaning of Section 201.01 of the SEC's Financial Reporting Release No. 1), until such time as financial results (including combined sales and net income) covering at least 30 days of post-merger operations have been published, except as permitted by Staff Accounting Bulletin No. 76 (or any successor thereto) issued by the SEC.

Agreements of Rule 145 Affiliates. Prior to the Effective Barnxxxxx Xxxective Time, each of Barnxxxxx xxx the Company and Parent shall each cause to be prepared and delivered to the other Parent a list identifying all persons who, at the time of the meetings meeting of Barnxxxxx'x xxxckholders or the meeting of the Company's stockholders and shareholders pursuant to Section 7.5, the Company or Parent8.3, as the case may be, believes may be deemed to be "affiliates" of Barnxxxxx xx of the Company or ParentCompany, as the case may be, as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act (the "Rule 145 Affiliates"). Parent shall be entitled to place restrictive legends on any shares of Parent Common Stock received by such Rule 145 Affiliates pursuant to Affiliates. Barnxxxxx xx the Merger. The Company Company, as the case may be, shall use its commercially reasonable best efforts to cause each person who is identified as a Rule 145 Affiliate in such list to deliver to Parent, at or prior to the Effective Barnxxxxx Xxxective Time, a written agreement, in the form to be approved by the parties hereto, that such Rule 145 Affiliate will not sell, pledge, transfer or otherwise dispose of any shares of Parent Common Stock issued to such Rule 145 Affiliate pursuant to the MergerMergers, except pursuant to an effective registration statement or in compliance with Rule 145 or an exemption from the registration requirements of the Securities Act. The Company and Parent shall each Barnxxxxx xx the Company, as the case may be, shall, to the extent necessary, use its best efforts to cause each person who is identified as a Rule 145 Affiliate in such list, list to sign as soon as possible after the date hereof, but in any event on or prior to the thirtieth day prior to the Effective Time Barnxxxxx Xxxective Time, a written agreement, in the form to be approved by Barnxxxxx xx the Company Company, as the case may be, and Parent Parent, that such party will not sell or in any other way reduce such party's risk relative to any shares of Parent Common Stock or Company Common Stock received in the Mergers (within the meaning of Section 201.01 of the SEC's Financial Reporting Release No. 1), until such time as financial results (including combined sales and net income) covering at least 30 days of post-merger operations have been published, except as permitted by Staff Accounting Bulletin No. 76 (or any successor thereto) issued by the SEC.

Agreements of Rule 145 Affiliates. Prior to the Baxxxxxxx --------------------------------- Effective Time, each of Baxxxxxxx xnd the Company and Parent shall each cause to be prepared and delivered to the other Parent a list identifying all persons who, at the time of the meetings meeting of Baxxxxxxx'x xtockholders or the meeting of the Company's stockholders and shareholders pursuant to Section 7.5, the Company or Parent8.3, as the case may be, believes may be deemed to be "affiliates" of Baxxxxxxx xr of the Company or ParentCompany, as the case may be, as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act (the "Rule 145 Affiliates"). Parent shall be entitled to place restrictive legends on any shares of Parent Common Stock received by such Rule 145 Affiliates pursuant to Affiliates. Baxxxxxxx xr the Merger. The Company Company, as the case may be, shall use its commercially reasonable best efforts to cause each person who is identified as a Rule 145 Affiliate in such list to deliver to Parent, at or prior to the Effective Baxxxxxxx Xffective Time, a written agreement, in the form to be approved by the parties hereto, that such Rule 145 Affiliate will not sell, pledge, transfer or otherwise dispose of any shares of Parent Common Stock issued to such Rule 145 Affiliate pursuant to the MergerMergers, except pursuant to an effective registration statement or in compliance with Rule 145 or an exemption from the registration requirements of the Securities Act. The Company and Parent shall each Baxxxxxxx xr the Company, as the case may be, shall, to the extent necessary, use its best efforts to cause each person who is identified as a Rule 145 Affiliate in such list, list to sign as soon as possible after the date hereof, but in any event on or prior to the thirtieth day prior to the Effective Time Baxxxxxxx Xffective Time, a written agreement, in the form to be approved by Baxxxxxxx xr the Company Company, as the case may be, and Parent Parent, that such party will not sell or in any other way reduce such party's risk relative to any shares of Parent Common Stock or Company Common Stock received in the Mergers (within the meaning of Section 201.01 of the SEC's Financial Reporting Release No. 1), until such time as financial results (including combined sales and net income) covering at least 30 days of post-post- merger operations have been published, except as permitted by Staff Accounting Bulletin No. 76 (or any successor thereto) issued by the SEC.

Agreements of Rule 145 Affiliates. Prior to the Effective Timedate of the Amoco Shareholders Meeting, the Company and Parent Amoco shall each cause to be prepared and delivered to the other BP a list identifying all persons who, at the time of the meetings of stockholders and shareholders pursuant to Section 7.5Amoco Shareholders Meeting, the Company or Parent, as the case may be, Amoco believes may be deemed to be "affiliates" of Amoco for purposes of applicable interpretation regarding use of the Company "pooling-of-interests" accounting method or Parent, as that term is used in paragraphs (c) and (d) for purposes of Rule 145 under the Securities Act (the "Amoco Rule 145 Affiliates"). Parent BP shall be entitled to place restrictive legends on any shares of Parent Common Stock BP ADRs received by such Amoco Rule 145 Affiliates pursuant to the MergerAffiliates. The Company Amoco shall use its commercially reasonable best efforts to cause each person who is identified as a an Amoco Rule 145 Affiliate in such list to deliver to ParentBP, at or prior to the Effective Timedate of the Amoco Shareholders Meeting, a written agreement, in the form to be approved by the parties heretoParties, that such Amoco Rule 145 Affiliate will not sell, pledge, transfer or otherwise dispose of any shares of Parent Common Stock BP ADRs issued to such Amoco Rule 145 Affiliate pursuant to the Merger, except pursuant to an effective registration statement or in compliance with Rule 145 or an exemption from the registration requirements of the Securities Act. The Company and Parent Amoco shall each use its best efforts to cause each person who is identified as a an Amoco Rule 145 Affiliate in such list, list to sign as soon as possible after the date hereof, but in any event on or prior to the thirtieth day prior to date of the Effective Time Amoco Stockholders Meeting a written agreement, in the form to be approved by the Company Amoco and Parent BP, that such party will not sell or in any other way reduce such party's risk relative to any shares of Parent Amoco Common Stock Shares held prior to the Closing or Company Common Stock BP ADRs received in the Merger (within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Release No. 1Policies), until such time as financial results (including combined sales and net income) covering at least 30 days of post-merger operations have been published, except as permitted by and in accordance with Staff Accounting Bulletin Series Release 135 and SEC Staff Accounting Bulletins No. 65 and 76 (or any successor thereto) issued by the SEC. Any BP Ordinary Shares held by any Amoco Rule 145 Affiliate shall not be transferable, regardless of whether such affiliate has provided the applicable written agreement referred to in this Section, if such transfer, either alone or in the aggregate with other transfers by affiliates, would preclude BP's ability to account for the business combination to be effected by the Merger as a pooling of interests. BP shall not register the transfer of any BP Ordinary Shares unless such transfer is made in compliance with the foregoing.