Common use of Agreements with Respect to Affiliates Clause in Contracts

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. (a) The Company shall deliver will use its commercially reasonable best efforts to Parent, cause each person who is identified in Section 3.28 of the Company Disclosure Schedule and any other person who may be or become an "affiliate" of the Company as soon as practicable, a letter (the "Company Affiliate Letter") identifying all persons who are anticipated to be, at of the time of the Company Shareholders Meeting, "affiliates" of the Company Meeting for purposes of (i) Rule 145 under the Securities Act ("Rule 145") or (ii) qualifying the rules and regulations of the SEC relating to merger for pooling of interests accounting treatment for merger transactions (under Opinion 16 of 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 Accounting Principles Board and applicable SEC rules and regulations to deliver to Parent, no less as soon as practicable but not later than 35 thirty days prior to preceding the date of the Company Shareholders MeetingEffective Time, a written agreement (a "Company Affiliate Agreement") in connection with restrictions on affiliates under Rule 145 and pooling of interests accounting treatment, substantially in the form mutually agreeable 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 and Parentas of the time of the Company Shareholders Meeting who is not identified in Section 3.28 of the Company Disclosure Schedule. (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 will use its commercially reasonable best efforts to cause each person who is identified as in Section 4.22 of the Parent Disclosure Schedule and any other person who may be or become an "affiliate" in of Parent as of the time of the Parent Affiliate Letter Stockholders Meeting for purposes of qualifying the merger for pooling of interests accounting treatment under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations to deliver to the Company, no less as soon as practicable but not later than 35 thirty days prior to preceding the date of the Parent Shareholders MeetingEffective Time, a written agreement (a "Parent Affiliate Agreement") in connection with restrictions on affiliates under pooling of interests accounting treatment, substantially in the form mutually agreeable of EXHIBIT C hereto. Parent shall provide prompt notice to the Company and Parentof any such other person who may be or become an "affiliate" of Parent as of the time of the Parent Stockholders Meeting who is not identified in Section 4.22 of the Parent Disclosure Schedule.

Agreements with Respect to Affiliates. (a) The Company shall deliver will use its commercially reasonable best efforts to Parent, cause each person who is identified in Section 3.28 of the Company Disclosure Schedule and any other person who may be or become an "affiliate" of the Company as soon as practicable, a letter (the "Company Affiliate Letter") identifying all persons who are anticipated to be, at of the time of the Company Shareholders Meeting, "affiliates" of the Company Meeting for purposes of (i) Rule 145 under the Securities Act ("Rule 145") or (ii) qualifying the rules and regulations of the SEC relating to merger for pooling of interests accounting treatment for merger transactions (under Opinion 16 of 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 Accounting Principles Board and applicable SEC rules and regulations to deliver to Parent, no less as soon as practicable but not later than 35 thirty days prior to preceding the date of the Company Shareholders MeetingEffective Time, a written agreement (a "Company Affiliate Agreement") in connection with restrictions on affiliates under Rule 145 and pooling of interests accounting treatment, substantially in the form mutually agreeable 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 and Parentas of the time of the Company Shareholders Meeting who is not identified in Section 3.28 of the Company Disclosure Schedule. (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 will use its commercially reasonable best efforts to cause each person who is identified as in Section 4.22 of the Parent Disclosure Schedule and any other person who may be or become an "affiliate" in of Parent as of the time of the Parent Affiliate Letter Stockholders Meeting for purposes of qualifying the merger for pooling of interests accounting treatment under Opinion 16 of the Accounting Principles Board 50 and applicable SEC rules and regulations to deliver to the Company, no less as soon as practicable but not later than 35 thirty days prior to preceding the date of the Parent Shareholders MeetingEffective Time, a written agreement (a "Parent Affiliate Agreement") in connection with restrictions on affiliates under pooling of interests accounting treatment, substantially in the form mutually agreeable of EXHIBIT C hereto. Parent shall provide prompt notice to the Company and Parentof any such other person who may be or become an "affiliate" of Parent as of the time of the Parent Stockholders Meeting who is not identified in Section 4.22 of the Parent Disclosure Schedule.

Agreements with Respect to Affiliates. (a) The Company shall deliver to ParentBeta, as soon as practicableprior to the date the Registration Statement becomes effective under the Securities Act, a letter (the "Company Affiliate Letter") identifying all persons who are anticipated to be, be "affiliates" of the Company at the time of the Company Shareholders Meeting, "affiliates" of the Company Meeting 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 Company Affiliate Letter to deliver to ParentBeta, no less than 35 days prior to the date of the Company Shareholders Meeting, a written agreement (a an "Company Affiliate Agreement") restricting the sales of securities by such affiliates in connection accordance with the restrictions on affiliates under Rule 145 and pooling of interests accounting treatmentthe Pooling Rules, in a form mutually agreeable to the Company and ParentBeta. (b) Parent Beta shall deliver to the Company, as soon as practicableprior to the date the Registration Statement becomes effective under the Securities Act, a letter (the "Parent Beta Affiliate Letter") identifying all persons who are anticipated to be, at the time of the Parent Shareholders Meeting, be "affiliates" of Parent Tyco at the Effective Time for purposes of the Pooling Rules. Parent Beta shall use its reasonable best efforts to cause each person who is identified as an "affiliate" in the Parent Beta Affiliate Letter to deliver to the CompanyBeta, no less than 35 days prior to the date of the Parent Shareholders MeetingEffective Time, a written agreement (a "Parent Affiliate Agreement") restricting the sales of securities by such affiliates in connection accordance with the restrictions on affiliates under pooling of interests accounting treatmentthe Pooling Rules, in a form mutually agreeable to the Company and ParentBeta.