Common use of Compliance with Rule 145 and the Securities Act Clause in Contracts

Compliance with Rule 145 and the Securities Act. (a) Affiliate has been advised that (i) the issuance of shares of Parent Common Stock in connection with the Merger is expected to be effected pursuant to a registration statement on Form S-4 promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the resale of such shares shall be subject to restrictions set forth in Rule 145 under the Securities Act, and (ii) Affiliate may be deemed to be an affiliate of the Company. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any Parent Common Stock issued to Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, (iii) Affiliate delivers to Parent a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated.

Compliance with Rule 145 and the Securities Act. (a) Affiliate Holder has been advised that (i) the issuance of shares of Parent USWeb Common Stock in connection with the Merger is expected to be effected pursuant to a registration statement Registration Statement on Form S-4 promulgated to be filed to register the shares of USWeb Common Stock under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares shall will not be subject to any restrictions other than as set forth in Rule 145 under the Securities ActAct (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Affiliate Holder may be deemed to be an affiliate of the CompanyCKS. Affiliate Holder accordingly agrees not to sell, transfer or otherwise dispose of any Parent USWeb Common Stock issued to Affiliate Holder in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Affiliate Holder delivers to Parent USWeb a written opinion of counsel, reasonably acceptable to Parent USWeb in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummatedAct.

Compliance with Rule 145 and the Securities Act. (a) Affiliate has been advised that (i) the issuance of shares of Parent Common Stock in connection with the Merger is expected to be effected pursuant to a registration statement on Form S-4 promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the resale of such shares shall be subject to restrictions set forth in Rule 145 under the Securities Act, and (ii) Affiliate may be deemed to be an affiliate of the Company. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any Parent Common Stock issued to Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Affiliate delivers to Parent a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummatedAct.

Compliance with Rule 145 and the Securities Act. (a) Affiliate has been advised that (i) the issuance of shares of Parent Common Stock in connection with the Merger is expected to be effected pursuant to a registration statement on Form S-4 promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the resale of such shares shall be subject to restrictions set forth in Rule 145 under the Securities Act, and (ii) Affiliate may be deemed to be an affiliate of the Company. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any Parent Common Stock issued to Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, (iii) Affiliate delivers to Parent a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummatedconsummated (the "NO ACTION CORRESPONDENCE").

Compliance with Rule 145 and the Securities Act. (a) Affiliate has been advised that (i) the issuance of shares of Parent iPrint Common Stock in connection with the Merger Combination is expected to be effected pursuant to a registration statement on Form S-4 promulgated registered with the Commission under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and the resale of such shares shall be subject to restrictions set forth in Rule 145 promulgated under the Securities Act, and (ii) Affiliate may be deemed to be an affiliate of the CompanyWood. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any Parent iPrint Common Stock issued to Affiliate in the Merger Combination unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, (iii) Affiliate delivers to Parent iPrint a written opinion of counsel, reasonably acceptable to Parent iPrint in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated.

Compliance with Rule 145 and the Securities Act. (a) The Affiliate has been advised that (i) the issuance of shares of Parent Common Stock in connection with the Merger is expected to be effected pursuant to a registration statement Registration Statement on Form S-4 promulgated to be filed with the Commission to register the shares of Parent Common Stock under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares shall will not be subject to any restrictions other than as set forth in Rule 145 under the Securities ActAct (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) the Affiliate may be deemed to be an affiliate "affiliate" of the CompanyCompany within the meaning of the Securities Act and, in particular, Rule 145 promulgated thereunder. Affiliate accordingly agrees not to sell, transfer transfer, or otherwise dispose of any Parent Common Stock issued to the Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, ; (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act Act; or an appropriate exemption from registration, (iii) the Affiliate delivers to Parent a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated.and

Compliance with Rule 145 and the Securities Act. (a) Affiliate has been advised that (i) the issuance of shares of Parent Common Stock in connection with the Merger is expected to be effected pursuant to a registration statement on Form S-4 promulgated under filed with the Commission in accordance with the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and the resale of such shares shall be subject to restrictions set forth in Rule 145 under the Securities ActAct ("Rule 145"), and (ii) Affiliate may be deemed to be an affiliate of the Company. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any Parent Common Stock issued to Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, (iii) Affiliate delivers to Parent a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummatedconsummated (the "No Action Correspondence").

Compliance with Rule 145 and the Securities Act. (a) Affiliate Stockholder has been advised that (i) the issuance of shares of Parent Common Stock in connection with the Offer and the Merger is expected to be effected pursuant to a registration statement Registration Statement filed by Parent on Form S-4 promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT")S-4, and the resale of such shares shall will be subject to the restrictions set forth in Rule 145 under the Securities Act, and (ii) Affiliate may be deemed to be an affiliate of the Company. Affiliate accordingly agrees not to sell, transfer or Act unless such shares are otherwise dispose of any Parent Common Stock issued to Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, (ii) such sale, transfer or other disposition is made transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, and (ii) Stockholder may be deemed to be an affiliate of the Company. Stockholder accordingly agrees not to sell, pledge, transfer or otherwise dispose of any shares of Parent Common Stock issued to Stockholder in the Offer and/or the Merger unless (i) such sale, pledge, transfer or other disposition is made in conformity with the requirements of Rule 145 under the Securities Act, (ii) such sale, pledge, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act, or (iii) Affiliate Stockholder delivers to Parent a written opinion of counsel, in form and substance reasonably acceptable to Parent in form and substanceParent, to the effect that such sale, pledge, transfer or other disposition is otherwise exempt from registration under the Securities Act or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummatedAct.

Compliance with Rule 145 and the Securities Act. (a) Affiliate has been advised that (i) the issuance of shares of Parent Baan Common Stock in connection with the Merger is expected to be effected pursuant to a registration statement Registration Statement on Form S-4 promulgated F-4 to be filed to register the shares of Baan Common Shares under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares shall will not be subject to any restrictions other than as set forth in Rule 145 promulgated under the Securities ActAct (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Affiliate may be deemed to be an affiliate "affiliate" of the CompanyCompany within the meaning of the Securities Act and, in particular, Rule 145 promulgated thereunder. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any Parent Baan Common Stock Shares issued to Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Affiliate delivers to Parent Baan a written opinion of counsel, reasonably acceptable to Parent Baan in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummatedAct.

Compliance with Rule 145 and the Securities Act. (a) Affiliate has been advised that (i) the issuance of shares of Parent Common Stock in connection with the Merger is expected to be effected pursuant to a registration statement on Form S-4 promulgated fairness hearing under the Securities Act of 1933, as amended (the "SECURITIES ACT")Oregon law, and the resale of such shares shall be subject to restrictions set forth in Rule 145 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and (ii) Affiliate may be deemed to be an affiliate of the Company, although Affiliate is not an affiliate of Parent or Surviving Corporation. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any Parent Common Stock issued to Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, (iii) Affiliate delivers to Parent a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated.

Compliance with Rule 145 and the Securities Act. (a) Affiliate Stockholder has been advised that (i) the issuance of shares of Parent Common Stock in connection with the Merger is expected to initially will not be effected pursuant to a registration statement on Form S-4 promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the resale of such shares shall be subject to restrictions set forth in Rule 145 registered under the Securities Act, and (ii) Affiliate Parent will use its best efforts to prepare and file a registration statement covering certain of the shares of Parent Common Stock issued in connection with the Merger within forty-five (45) days after the Effective Time, all in accordance with the Declaration of Registration Rights delivered by the Company pursuant to the Reorganization Agreement, (iii) Stockholder may be deemed to be an affiliate of the Company, and (iv) no sale, transfer or other disposition by Stockholder of Parent Common Stock will be registered under the Securities Act (except in accordance with the Declaration of Registration Rights). Affiliate accordingly Accordingly, Stockholder agrees not to sell, transfer or otherwise dispose of any Parent Common Stock issued to Affiliate Stockholder in the Merger (except pursuant to a registration) unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, (iii) Affiliate Stockholder delivers to Parent a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummatedAct.

Compliance with Rule 145 and the Securities Act. (a) The Affiliate understands and hereby acknowledges that the Affiliate has been advised that (i) the issuance of shares of Parent Acquiror Common Stock in connection with the Merger is expected to be effected pursuant to a registration statement on Form S-4 S–4 promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"“Securities Act”), and the resale of such shares shall will be subject to restrictions set forth in Rule 145 under the Securities Act, and (ii) Affiliate may be deemed to be an affiliate “affiliate” of the CompanyCompany as the term “affiliate” is used for purposes of Rule 144 and Rule 145 of the rules and regulations of the Commission. Accordingly, the Affiliate accordingly hereby agrees not to sell, transfer or otherwise dispose of any Parent shares of Acquiror Common Stock issued to the Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, (ii) such sale, transfer or other disposition is made pursuant to an effective a registration statement declared or ordered effective under the Securities Act Act, or an appropriate exemption from registrationthe registration and prospectus delivery requirements of the Securities Act, (iii) the Affiliate delivers to Parent Acquiror a written opinion of legal counsel, reasonably acceptable to Parent Acquiror in form and substance, that such sale, transfer or other disposition is otherwise exempt from the registration under and prospectus delivery requirements of the Securities Act Act; or (iv) an authorized representative of the Commission shall have rendered written advice to the Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated.

Compliance with Rule 145 and the Securities Act. (a) Affiliate has been advised that (i) the issuance of shares of Parent Common Stock in connection with the Merger Arrangement is expected to be effected pursuant to a registration statement on Form S-4 promulgated court-approved plan of arrangement under the Securities Act of 1933Canadian law, as amended (described in the "SECURITIES ACT")Arrangement Agreement, and the resale of such shares shall be subject to restrictions on transfer set forth in Rule 145 under the United States Securities Act of 1933, as amended (the "1933 Act"), and (ii) Affiliate may be deemed to be an affiliate of the Company. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any Parent Common Stock issued to Affiliate in the Merger Arrangement unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities 1933 Act, (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities 1933 Act or an appropriate exemption from registration, (iii) Affiliate delivers to Parent a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities 1933 Act or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated.

Compliance with Rule 145 and the Securities Act. (a) Affiliate has been advised that (i) the issuance of shares of Parent Common Stock in connection with the Merger is expected to be effected pursuant to a registration statement Registration Statement on Form S-4 promulgated to be filed to register the shares of Parent Common Stock under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares shall will not be subject to any restrictions other than as set forth in Rule 145 under the Securities ActAct (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Affiliate may be deemed to be an affiliate of the Company. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any Parent Common Stock issued to Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Affiliate delivers to Parent a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummatedAct.

Compliance with Rule 145 and the Securities Act. (a) The Affiliate has been advised that (i) the issuance of shares of Parent Common Stock in connection with the Merger is expected to be effected pursuant to a registration statement Registration Statement on Form S-4 promulgated to be filed with the Commission to register the shares of Parent Common Stock under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares shall will not be subject to any restrictions other than as set forth in Rule 145 under the Securities ActAct (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) the Affiliate may be deemed to be an affiliate "affiliate" of the CompanyCompany within the meaning of the Securities Act and, in particular, Rule 145 promulgated thereunder. Affiliate accordingly agrees not to sell, transfer transfer, or otherwise dispose of any Parent Common Stock issued to the Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, ; (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act Act; or an appropriate exemption from registration, (iii) the Affiliate delivers to Parent a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated.2

Compliance with Rule 145 and the Securities Act. (a) The Affiliate understands and hereby acknowledges that the Affiliate has been advised that (iA) the issuance of shares of Parent Holdco Common Stock in connection with the Company Merger is expected to be effected pursuant to a registration statement on Form S-4 promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and the resale of such shares shall of Holdco Common Stock will be subject to restrictions set forth in Rule 145 under the Securities Act, ; and (iiB) Affiliate may be deemed to be an affiliate "affiliate" of the CompanyCompany as the term "affiliate" is used for purposes of Rule 144 and Rule 145 under the Securities Act. Accordingly, the Affiliate accordingly hereby agrees not to sell, transfer or otherwise dispose of any Parent Holdco Common Stock issued to the Affiliate in the Merger Company Merger, or otherwise acquired by the Affiliate subsequent to the date hereof, unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, ; (ii) such sale, transfer or other disposition is made pursuant to an effective a registration statement declared or ordered effective under the Securities Act Act, or an appropriate exemption from registration, the registration and prospectus delivery requirements of the Securities Act; (iii) the Affiliate delivers to Parent Holdco a written opinion of legal counsel, reasonably acceptable to Parent Holdco in form and substance, that such sale, transfer or other disposition is otherwise exempt from the registration under and prospectus delivery requirements of the Securities Act Act; or (iv) an authorized representative of the Commission SEC shall have rendered written advice to the Affiliate to the effect that the Commission SEC would take no action, or that the staff of the Commission SEC would not recommend that the Commission SEC take any action, with respect to the proposed disposition if consummated.