Agreements with Respect to Affiliates Sample Clauses

Agreements with Respect to Affiliates. (a) The Company shall deliver to Parent, as soon as practicable, a letter (the "Company Affiliate Letter") identifying all persons who are anticipated to be, at the time of the Company Shareholders Meeting, "affiliates" of the Company for purposes of Rule 145 under the Securities Act ("Rule 145") or the rules and regulations of the SEC relating to pooling of interests accounting treatment for merger transactions (the "Pooling Rules"). The Company shall use its best efforts to cause each person who is identified as an "affiliate" in the Company Affiliate Letter to deliver to Parent, no less than 35 days prior to the date of the Company Shareholders Meeting, a written agreement (a "Company Affiliate Agreement") in connection with restrictions on affiliates under Rule 145 and pooling of interests accounting treatment, in form mutually agreeable to the Company and Parent. (b) Parent shall deliver to the Company, as soon as practicable, a letter (the "Parent Affiliate Letter") identifying all persons who are anticipated to be, at the time of the Parent Shareholders Meeting, "affiliates" of Parent for purposes of the Pooling Rules. Parent shall use its best efforts to cause each person who is identified as an "affiliate" in the Parent Affiliate Letter to deliver to the Company, no less than 35 days prior to the date of the Parent Shareholders Meeting, a written agreement (a "Parent Affiliate Agreement") in connection with restrictions on affiliates under pooling of interests accounting treatment, in form mutually agreeable to the Company and Parent.

Agreements with Respect to Affiliates. The Company shall deliver to Parent, prior to the date the Registration Statement becomes effective under the Securities Act, a letter identifying all persons who, at the Effective Time, are anticipated 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 person who is identified as an "affiliate" in the Affiliate Letter to deliver to Parent prior to the Effective Time a written agreement in connection with restrictions on affiliates under Rule 145 under the Securities Act in a form mutually agreeable to the Company and Parent.

Agreements with Respect to Affiliates. The Company shall deliver to Parent a letter (the "Affiliate Letter") identifying all persons who are, at the time of the Company Stockholders Meeting, "affiliates" of the Company under the Securities Act. The Company shall use its best efforts to cause each person who is identified as an "affiliate" in the Affiliate Letter to deliver to Parent, prior to the Effective Time, a written agreement (an "Affiliate Agreement") in connection with restrictions on affiliates in respect of pooling of interests accounting treatment, in substantially the form of Exhibit 5.4.

Agreements with Respect to 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, and at the time of the Company Stockholders Meeting are expected to be, "affiliates" of the Company, for purposes of Rule 145 under the Securities Act ("RULE 145"). The Company shall use its best efforts to cause each person who is identified as an "affiliate" in the Affiliate Letter to deliver, prior to the Effective Time, a written agreement (an "AFFILIATE AGREEMENT") in substantially the form of Exhibit 5.6(a).

Agreements with Respect to 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, at the time of the Company Stockholders Meeting, anticipated to be "Affiliates" of the Company for purposes of Rule 145 under the Securities Act ("Rule 145"), or the rules and regulations of the SEC relating to pooling of interests accounting treatment for merger transactions (the "Pooling Rules"). The Company shall use its reasonable best efforts to cause each Person who is identified as an "affiliate" in the Affiliate Letter to deliver to Parent, no less than 30 days prior to the date of the Company Stockholders Meeting, a written agreement (an "Affiliate Agreement") in connection with restrictions on Affiliates under Rule 145 and pooling of interests accounting treatment, in form mutually agreeable to the Company and Parent.

Agreements with Respect to Affiliates. Each of Parent and the Company shall deliver to the other, prior to the date the Registration Statement becomes effective under the Securities Act, a letter (the "Affiliate Letters") identifying all persons who are "affiliates" of the Parent or the Company, respectively, for purposes of Rule 145 under the Securities Act ("Rule 145"). Each of Parent and the Company shall use its reasonable best efforts to cause each person who is identified as an "affiliate" in its Affiliate Letter to deliver, prior to the Effective Time, a written agreement (an "Affiliate Agreement") in connection with restrictions on affiliates under Rule 145 and pooling of interests accounting treatment, in substantially the form of Exhibit 5.6.

Agreements with Respect to Affiliates. The Company shall request each person who is identified by the Company as being an "affiliate" of the Company at the time of the Company Stockholders Meeting for purposes of Rule 145 under the Securities Act ("Rule 145") to deliver to Parent, prior to the Effective Time, a written agreement in connection with restrictions on affiliates under Rule 145 in the form attached hereto as Exhibit B.

Agreements with Respect to Affiliates. The Company will cause ------------------------------------- each person who is identified in Section 3.30 of the Disclosure Schedule and any other person who may be or become an "affiliate" of the Company as of the time of the Company Stockholders Meeting for purposes of Rule 145 under the Securities Act ("Rule 145") to deliver to Parent, as soon as practicable but not later than thirty days preceding the Effective Time, a written agreement (an "Affiliate Agreement") in connection with restrictions on affiliates under Rule 145 and pooling of interests ac- counting treatment, substantially in the form of Exhibit B hereto. The Company shall provide prompt notice to Parent of any such other person who may be or become an "affiliate" of the Company as of the time of the Company Stockholders Meeting who is not identified in Section 3.30 of the Disclosure Schedule.

Agreements with Respect to Affiliates. The Company will deliver to Buyer prior to the Closing Date, a letter identifying all persons who are, immediately prior to the Closing Date, "Affiliates" of the Company for purposes of Rule 145 under the Securities Act ("Rule 145"), or the rules and regulations of the SEC relating to pooling-of-interests accounting treatment for merger transactions (the "Pooling Rules"). The Company will use commercially reasonable efforts to cause each person who is identified as an "affiliate" to deliver to the Buyer as promptly as practicable a written agreement in the form attached hereto as EXHIBIT F (an "Affiliate Agreement") in connection with restrictions on affiliates under Rule 145 and the Pooling Rules. Buyer shall be entitled to place appropriate legends on the certificate evidencing any Purchase Shares to be received by Company affiliates, and to issue appropriate stop transfer instructions to the transfer agent for Purchase Shares, consistent with the terms of such Affiliate Agreements.

Agreements with Respect to Affiliates. (a) The Company shall deliver to GT, as promptly as practicable following the date hereof, a letter (the "Affiliate Letter") identifying all persons who are, at the time of the Company Shareholders' Meeting, anticipated to be "affiliates" of the Company for purposes of Rule 145 under the Securities Act ("Rule 145"), or the rules and regulations of the SEC relating to pooling of interests accounting treatment for merger transactions (the "Pooling Rules") . The Company shall use its reasonable best efforts to cause each person who is identified as an "affiliate" in the Affiliate Letter to deliver to GT, as promptly as practicable following the date hereof, a written agreement (an "Affiliate Agreement") in connection with restrictions on affiliates under Rule 145 and pooling of interests accounting treatment, in the form attached hereto as Exhibit C. (b) GT shall deliver to the Company, as promptly as practicable following the date hereof, a letter (the "GT Affiliate Letter") identifying all persons who are anticipated to be, at the time of the GT Shareholders' Meeting, "affiliates" of GT for purposes of the Pooling Rules. GT shall use its best efforts to cause each person who is identified as an "affiliate" in the GT Affiliate Letter to deliver to the Company, as promptly as practicable following the date hereof, a written agreement (a "GT Affiliate Agreement") in connection with restrictions on affiliates under pooling of interests accounting treatment, in the form attached hereto as Exhibit D. (c) The Company and GT shall use all commercially reasonable efforts to cause the Voting Agreements to be amended as soon as practicable after the date hereof to provide that, in the case of GT Common Stock, the signatory will not transfer, sell, exchange, pledge or otherwise dispose of or encumber such shares unless (i) the transferee assumes the obligation to vote in favor of the Merger or (ii) such transfer, when taken together with all other transfers of GT Common Stock subject to a Voting Agreement and issuances of GT Common Stock by GT, would not result in less than 50% of the outstanding GT Common Stock being subject to the voting obligations contemplated by the Voting Agreements, and, in the case of Company Common Stock, that the signatory will not transfer, sell, exchange, pledge or otherwise dispose of or encumber any such shares of Company Common Stock.