Common use of Company Affiliates; Restrictive Legend Clause in Contracts

Company Affiliates; Restrictive Legend. The Company shall deliver to the Parent at least thirty days prior to the Closing Date, a letter identifying all Persons who are, at the time of such letter, “affiliates” of the Company for purposes of Rule 145 under the Securities Act (the “Company Affiliates”). The Company shall use commercially reasonable efforts to cause each such Person to deliver to the Parent at least twenty days prior to the Closing Date, a written agreement substantially in the form of Exhibit B. The Parent will give stop transfer instructions to its transfer agent with respect to any shares of Parent Common Stock received pursuant to the Merger by any Company Affiliate who has signed an Affiliate Agreement and who continues to be an “affiliate” of the Company for purposes of Rule 145 under the Securities Act, and there will be placed on the certificates representing such shares of Parent Common Stock, or any substitutions therefor, a legend stating in substance that the shares were issued in a transaction to which Rule 145 promulgated under Securities Act applies and may only be transferred (i) in conformity with Rule 145 or (ii) in accordance with a written opinion of United States counsel, reasonably acceptable to the Parent, in form and substance that such transfer is exempt from registration under the Securities Act.

Company Affiliates; Restrictive Legend. The Company shall will use all reasonable efforts to deliver or cause to be delivered to Parent, as promptly as practicable on or following the Parent at least thirty days prior date hereof, from each person who may reasonably be deemed to the Closing Date, a letter identifying all Persons who are, at the time of such letter, “affiliates” be an affiliate of the Company for purposes of Rule 145 promulgated under the Securities Act (an executed affiliate agreement pursuant to which such affiliate shall agree to be bound by the “Company Affiliates”). The Company shall use commercially reasonable efforts to cause each such Person to deliver provision of Rule 145 promulgated under the Securities Act in a form provided by Parent and reasonably acceptable to the Parent at least twenty days prior to the Closing Date, a written agreement substantially in the form of Exhibit B. The Company. Parent will give stop transfer instructions to its transfer agent with respect to any shares of Parent Common Stock received pursuant to the Company Merger by any stockholder of the Company Affiliate who has signed an Affiliate Agreement and who continues may reasonably be deemed to be an “affiliate” affiliate of the Company for purposes of Rule 145 promulgated under the Securities Act, Act and there will be placed on the certificates representing such shares of Parent Common Stock, or any substitutions therefor, a legend stating in substance that the shares were issued in a transaction to which Rule 145 promulgated under the Securities Act applies and may only be transferred (i) in conformity with Rule 145 or (ii) in accordance with a written opinion of United States counsel, reasonably acceptable to the Parent, in form and substance that such transfer is exempt from registration under the Securities Act.

Company Affiliates; Restrictive Legend. The Company shall will use all reasonable efforts to deliver or cause to be delivered to Parent, as promptly as practicable on or following the Parent at least thirty days prior date hereof, from each person who may reasonably be deemed to the Closing Date, a letter identifying all Persons who are, at the time of such letter, “affiliates” be an affiliate of the Company for purposes of Rule 145 promulgated under the Securities Act (an executed affiliate agreement pursuant to which such affiliate shall agree to be bound by the “Company Affiliates”). The Company shall use commercially reasonable efforts to cause each such Person to deliver provisions of Rule 145 promulgated under the Securities Act in a form provided by Parent and reasonably acceptable to the Parent at least twenty days prior to the Closing Date, a written agreement substantially in the form of Exhibit B. The Company. Parent will give stop transfer instructions to its transfer agent with respect to any shares of Parent Common Stock received pursuant to the Merger by any member of the Company Affiliate who has signed an Affiliate Agreement and who continues may reasonably be deemed to be an “affiliate” affiliate of the Company for purposes of Rule 145 promulgated under the Securities Act, Act and there will be placed on the certificates representing such shares of Parent Common Stock, or any substitutions therefor, a legend stating in substance that the shares were issued in a transaction to which Rule 145 promulgated under the Securities Act applies and may only be transferred (i) in conformity with Rule 145 or (ii) in accordance with a written opinion of United States counsel, reasonably acceptable to the Parent, in form and substance that such transfer is exempt from registration under the Securities Act.

Company Affiliates; Restrictive Legend. The Company shall will use all reasonable efforts to deliver or cause to be delivered to Parent, as promptly as practicable on or following the Parent at least thirty days prior date hereof, from each person who may reasonably be deemed to the Closing Date, a letter identifying all Persons who are, at the time of such letter, “affiliates” be an affiliate of the Company for purposes of Rule 145 promulgated under the Securities Act (an executed affiliate agreement pursuant to which such affiliate shall agree to be bound by the “Company Affiliates”). The Company shall use commercially reasonable efforts to cause each such Person to deliver provisions of Rule 145 promulgated under the Securities Act in a form provided by Parent and reasonably acceptable to the Parent at least twenty days prior to the Closing Date, a written agreement substantially in the form of Exhibit B. The Company. Parent will give stop transfer instructions to its transfer agent with respect to any shares of Parent Common Stock received pursuant to the Merger by any stockholder of the Company Affiliate who has signed an Affiliate Agreement and who continues may reasonably be deemed to be an “affiliate” affiliate of the Company for purposes of Rule 145 promulgated under the Securities Act, Act and there will be placed on the certificates representing such shares of Parent Common Stock, or any substitutions therefor, a legend stating in substance that the shares were issued in a transaction to which Rule 145 promulgated under the Securities Act applies and may only be transferred (i) in conformity with Rule 145 or (ii) in accordance with a written opinion of United States counsel, reasonably acceptable to the Parent, in form and substance that such transfer is exempt from registration under the Securities Act.

Company Affiliates; Restrictive Legend. The Company shall will use all commercially reasonable efforts to deliver or cause to be delivered to Parent, as promptly as practicable on or following the Parent at least thirty days prior date hereof, from each person who may reasonably be deemed to the Closing Date, a letter identifying all Persons who are, at the time of such letter, “affiliates” be an affiliate of the Company for purposes of Rule 145 promulgated under the Securities Act (an executed affiliate agreement pursuant to which such affiliate shall agree to be bound by the “Company Affiliates”). The Company shall use commercially reasonable efforts to cause each such Person to deliver provision of Rule 145 promulgated under the Securities Act in a form provided by Parent and reasonably acceptable to the Parent at least twenty days prior to the Closing Date, a written agreement substantially in the form of Exhibit B. The Company. Parent will give stop transfer instructions to its transfer agent with respect to any shares of Parent Common Stock received pursuant to the Merger by any stockholder of the Company Affiliate who has signed an Affiliate Agreement and who continues may reasonably be deemed to be an “affiliate” affiliate of the Company for purposes of Rule 145 promulgated under the Securities Act, Act and there will be placed on the certificates representing such shares of Parent Common Stock, or any substitutions therefor, a legend stating in substance that the shares were issued in a transaction to which Rule 145 promulgated under the Securities Act applies and may only be transferred (i) in conformity with Rule 145 or (ii) in accordance with a written opinion of United States counsel, reasonably acceptable to the Parent, in form and substance that such transfer is exempt from registration under the Securities Act.