Common use of Company Affiliates; Restrictive Legend Clause in Contracts

Company Affiliates; Restrictive Legend. The Company will use all reasonable efforts to deliver or cause to be delivered to Parent, as promptly as practicable on or following the date hereof, from each person who may reasonably be deemed to 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 provision of Rule 145 promulgated under the Securities Act in a form provided by Parent and reasonably acceptable to the Company. Parent will give stop transfer instructions to its transfer agent with respect to any Parent Common Stock received pursuant to the Company Merger by any stockholder of the Company who may reasonably be deemed to be an affiliate of the Company for purposes of Rule 145 promulgated under the Securities Act and there will be placed on the certificates representing such 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 counsel, reasonably acceptable to Parent, in form and substance that such transfer is exempt from registration under the Securities Act.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Handspring Inc)

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Company Affiliates; Restrictive Legend. The Company will use shall deliver to the Parent at least thirty days prior to the Closing Date, a letter identifying all reasonable efforts to deliver or cause to be delivered to ParentPersons who are, as promptly as practicable on or following at the date hereoftime of such letter, from each person who may reasonably be deemed to be an affiliate “affiliates” of the Company for purposes of Rule 145 promulgated under the Securities Act an executed affiliate agreement pursuant (the “Company Affiliates”). The Company shall use commercially reasonable efforts to which cause each such affiliate shall agree Person to be bound by the provision of Rule 145 promulgated under the Securities Act in a form provided by Parent and reasonably acceptable deliver to the Company. 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 Company Merger by any stockholder of the Company Affiliate who may reasonably be deemed has signed an Affiliate Agreement and who continues 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Saifun Semiconductors Ltd.), Agreement and Plan of Merger and Reorganization (Saifun Semiconductors Ltd.), Agreement and Plan of Merger and Reorganization (Spansion Inc.)

Company Affiliates; Restrictive Legend. The Company will use all reasonable efforts to deliver or cause to be delivered to Parent, as promptly as practicable on or following the date hereof, from each person who may reasonably be deemed to 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 provision provisions of Rule 145 promulgated under the Securities Act in a form provided by Parent and reasonably acceptable to the Company. Parent will give stop transfer instructions to its transfer agent with respect to any Parent Common Stock received pursuant to the Company Merger by any stockholder of the Company who may reasonably be deemed to be an affiliate of the Company for purposes of Rule 145 promulgated under the Securities Act and there will be placed on the certificates representing such 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 counsel, reasonably acceptable to Parent, in form and substance that such transfer is exempt from registration under the Securities Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Overture Services Inc)

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Company Affiliates; Restrictive Legend. The Company will use all commercially reasonable efforts to deliver or cause to be delivered to Parent, as promptly as practicable on or following the date hereof, from each person who may reasonably be deemed to 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 provision of Rule 145 promulgated under the Securities Act in a form provided by Parent and reasonably acceptable to the Company. Parent will give stop transfer instructions to its transfer agent with respect to any Parent Common Stock received pursuant to the Company Merger by any stockholder of the Company who may reasonably be deemed to be an affiliate of the Company for purposes of Rule 145 promulgated under the Securities Act and there will be placed on the certificates representing such 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 counsel, reasonably acceptable to Parent, in form and substance that such transfer is exempt from registration under the Securities Act.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Speechworks International Inc)

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