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 the issuance of shares of Parent Common Stock in connection with the Merger is expected to be effected either pursuant to (i) Section 3(a)(10) of the Securities Act of 1933, as amended (the "Securities Act"), in which case the resale of such shares will be subject to restrictions set forth in Rule 145 under the Securities Act (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), (ii) an exemption from registration under Section 4(2) of the Securities Act, in which case such shares may be resold only pursuant to the registration of the Shares under the Securities Act (as contemplated by Section 6.12 of the Reorganization Agreement) or pursuant to Rule 144 and Rule 145 under the Securities Act, as the case may be, including the holding period of Rule 144 or (iii) another applicable exemption from the registration requirements of the Securities Act. With respect to Rule 145, Affiliate may be deemed to be an affiliate of the Company in connection with those transactions. Nothing in this agreement is intended to state or imply that Affiliate is or is not an affiliate of Parent or will or will not become an affiliate of Parent. 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.

Compliance with Rule 145 and the Securities Act. (a) The Affiliate understands and hereby acknowledges that the Affiliate has been advised that (A) the issuance of shares of Parent Holdco Common Stock in connection with the Company Merger is expected to be effected either pursuant to (i) Section 3(a)(10) of a registration statement on Form S-4 promulgated under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), in which case and the resale of such shares of Holdco Common Stock will be subject to restrictions set forth in Rule 145 under the Securities Act Act; and (which will not apply if such shares are otherwise transferred pursuant B) Affiliate may be deemed to be an effective registration statement under the Securities Act or an appropriate exemption from registration), (ii) an exemption from registration under Section 4(2) "affiliate" of the Securities Act, in which case such shares may be resold only pursuant to Company as the registration term "affiliate" is used for purposes of the Shares under the Securities Act (as contemplated by Section 6.12 of the Reorganization Agreement) or pursuant to Rule 144 and Rule 145 under the Securities Act. Accordingly, as the case may be, including the holding period of Rule 144 or (iii) another applicable exemption from the registration requirements of the Securities Act. With respect to Rule 145, Affiliate may be deemed to be an affiliate of the Company in connection with those transactions. Nothing in this agreement is intended to state or imply that Affiliate is or is not an affiliate of Parent or will or will not become an affiliate of Parent. 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, or ; (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, or 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; or (iv) an authorized representative of the SEC shall have rendered written advice to the Affiliate to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC 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 the issuance of shares of Parent Common Stock in connection with the Merger is expected to be effected either pursuant to (i) Section 3(a)(10) of the Securities Act of 1933, as amended (the "“Securities Act"”), in which case the resale of such shares will be subject to restrictions set forth in Rule 145 under the Securities Act (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), (ii) an exemption from registration under Section 4(2) of the Securities Act, in which case such shares may be resold only pursuant to the registration of the Shares under the Securities Act (as contemplated by Section 6.12 6.13 of the Reorganization Agreement) or pursuant to Rule 144 and Rule 145 under the Securities Act, as the case may be, including the holding period of Rule 144 or (iii) another applicable exemption from the registration requirements of the Securities Act. With respect to Rule 145, Affiliate may be deemed to be an affiliate of the Company in connection with those transactions. Nothing in this agreement is intended to state or imply that Affiliate is or is not an affiliate of Parent or will or will not become an affiliate of Parent. 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.

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 either pursuant to (i) Section 3(a)(10) a Registration Statement on Form S-4 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"), in which case 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 will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (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) an exemption from registration under Section 4(2) of the Securities Act, in which case such shares may be resold only pursuant to the registration of the Shares under the Securities Act (as contemplated by Section 6.12 of the Reorganization Agreement) or pursuant to Rule 144 and Rule 145 under the Securities Act, as the case may be, including the holding period of Rule 144 or (iii) another applicable exemption from the registration requirements of the Securities Act. With respect to Rule 145, Affiliate may be deemed to be an affiliate "affiliate" of the Company within the meaning of the Securities Act and, in connection with those transactions. Nothing in this agreement is intended to state or imply that Affiliate is or is not an affiliate of Parent or will or will not become an affiliate of Parentparticular, 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, 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, Act; or (iii) the Affiliate delivers to Parent a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such sale, transfer transfer, or other disposition is otherwise exempt from registration under the Securities Act. In connection with the obligations of the Affiliate hereunder, Parent agrees to file all reports required under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") to satisfy the requirements of Rule 144(c) as long as the Affiliate shall be subject to the requirements of Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Affiliate has been advised that (i) the issuance of shares of Parent Common Stock ADSs in connection with the Merger is expected to be effected either pursuant to (i) Section 3(a)(10) of the Securities Act of 1933a registration statement on Form S-4, as amended (the "Securities Act"), in which case and the resale of such shares will shall be subject to restrictions set forth in Rule 145 under the Securities Act (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)145, and (ii) an exemption from registration under Section 4(2) of the Securities Act, in which case such shares may be resold only pursuant to the registration of the Shares under the Securities Act (as contemplated by Section 6.12 of the Reorganization Agreement) or pursuant to Rule 144 and Rule 145 under the Securities Act, as the case may be, including the holding period of Rule 144 or (iii) another applicable exemption from the registration requirements of the Securities Act. With respect to Rule 145, Affiliate may be deemed to be an affiliate of the Company in connection with those transactions. Nothing in this agreement is intended to state or imply that Affiliate is or is not an affiliate as defined by paragraphs (c) and (d) of Parent or will or will not become an affiliate of ParentRule 145. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any American Depositary Shares ("Parent Common Stock ADSs") issued to Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d145(d)(1) promulgated under and, to the Securities Actextent required by the terms of the Deposit Agreement (as defined below), Rule 144(h), 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. Affiliate acknowledges that the Parent ADSs issued to Affiliate in the Merger will be deposited in a restricted ADR (as defined below) facility pursuant to that certain Deposit Agreement, dated as of November 30, 1995, as amended and restated as of May 22, 1998, among Parent, The Bank of New York and all owners and beneficial owners from time to time of restricted ADRs issued thereunder (the "Deposit Agreement") and that, pursuant to the Deposit Agreement, among other things, except as provided in clause (ii) of the preceding sentence, sales of Parent ADSs issued to Affiliate in the Merger may only be effected pursuant to Rule 145(d)(1). In addition to any other requirements of this Agreement, Affiliate agrees to comply with the requirements of Rule 144(h) with respect to the sale, transfer or other disposition of Parent ADSs acquired by Affiliate in the Merger to the extent required by the terms of the Deposit Agreement.

Compliance with Rule 145 and the Securities Act. (a) Affiliate understands and hereby acknowledges that Affiliate has been advised that (i) the issuance of shares of Parent Common Stock in connection with the Merger is expected to be effected either pursuant to (i) Section 3(a)(10) of the Securities Act of 1933a fairness hearing under California law, as amended (the "Securities Act"), in which case and the resale of such shares will shall be subject to restrictions set forth in Rule 145 under the Securities Act (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)Act, and (ii) an exemption from registration under Section 4(2) of the Securities Act, in which case such shares may be resold only pursuant to the registration of the Shares under the Securities Act (as contemplated by Section 6.12 of the Reorganization Agreement) or pursuant to Rule 144 and Rule 145 under the Securities Act, as the case may be, including the holding period of Rule 144 or (iii) another applicable exemption from the registration requirements of the Securities Act. With respect to Rule 145, Affiliate may be deemed to be an affiliate “affiliate” of the Company in connection with those transactionsas the term “affiliate” is used for purposes of Rule 145 promulgated under the Securities Act. Nothing in this agreement is intended to state or imply that Accordingly, Affiliate is or is not an affiliate of Parent or will or will not become an affiliate of Parent. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any shares of 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 Act, or an appropriate exemption from registrationthe registration and prospectus delivery requirements of the Securities Act, or (iii) Affiliate delivers to Parent a written opinion of legal counsel, reasonably acceptable to Parent 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 ActAct 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.