Controlling Shareholders. Acquired Corporation shall use its reasonable best efforts to cause each director, executive officer and other person who is an “affiliate” of Acquired Corporation (for purposes of Rule 145 under the 1000 Xxx) to deliver to Buyer as soon as practicable after the date hereof, but in no event after the date of the Acquired Corporation’s Stockholders Meeting, a written agreement (in form and substance as set forth on Exhibit 10.5 hereto), providing that such person will not sell, pledge, transfer or otherwise dispose of the shares of the shares of Buyer’s Common Stock to be received by such “affiliate” upon the Effective Date, except in compliance with the applicable provisions of the 1933 Act, SEC Rule 145(d) and other rules and regulations of the SEC as may be applicable. Acquired Corporation acknowledges that the certificates of Buyer’s Common Stock issued to such “affiliates” of Acquired Corporation will bear an appropriate legend reflecting the agreement described above.
Controlling Shareholders. Controlling ------------------------ Shareholders" shall have the meaning set forth in the first preamble of this Agreement.
Controlling Shareholders. Upon the closing of the transaction contemplated by this Subscription Agreement, control of the majority of the outstanding shares of capital stock of the Company will remain concentrated amongst very few individuals. As a result of the beneficial ownership of a majority of the outstanding capital stock with a majority of the voting rights, these individuals will be in a position to control the outcome of all matters requiring a vote of the Company’s shareholders, including the election of directors.
Controlling Shareholders. 1 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 DGCL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2 MGBCL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Controlling Shareholders. Each shareholder of Acquired Corporation who may be an “affiliate” of Acquired Corporation, within the meaning of Rule 145 of the general rules and regulations under the 1933 Act shall have executed and delivered an agreement satisfactory to BancGroup to the effect that such person shall not make a “distribution” (within the meaning of Rule 145) of the Common Stock which he receives upon the Effective Date and that such Common Stock will be held subject to all applicable provisions of the 1933 Act and the rules and regulations of the SEC thereunder. Acquired Corporation recognizes and acknowledges that BancGroup Common Stock issued to such persons may bear a legend evidencing the agreement described above.
Controlling Shareholders. Each shareholder of Seller who may be an “affiliate” of Seller, within the meaning of Rule 145 of the general rules and regulations under the 1933 Act shall have executed and delivered an agreement satisfactory to BancGroup to the effect that such person shall not make a “distribution” (within the meaning of Rule 145) of the Common Stock which he receives upon the Closing Date and that such Common Stock will be held subject to all applicable provisions of the 1933 Act and the rules and regulations of the SEC thereunder. Seller recognizes and acknowledges that BancGroup Common Stock issued to such persons may bear a legend evidencing the agreement described above.
Controlling Shareholders. 1 Creditors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Controlling Shareholders. Each shareholder of CBG who may be an "affiliate" of CBG within the meaning of Rule 145 of the Rules and Regulations under the Securities Act shall have executed and delivered to Acquiror a commitment and undertaking to the effect that such person shall not make a "distribution" (within the meaning of Rule 145) of the Acquiror Common Stock which he receives upon the Effective Time and that such Acquiror Common Stock will be held subject to all applicable provisions of the Securities Act and the rules and regulations of the Commission thereunder.
Controlling Shareholders. As a condition to the execution of this Agreement, the Approving Persons described in Recital F have entered into the written agreements described in Recital F on or before the Execution Date. Such agreements will take effect at the Effective Date unless otherwise noted in the applicable agreement.
Controlling Shareholders. Each shareholder of Southern who may be an "affiliate" of Southern, within the meaning of Rule 145 of the general rules and regulations under the 1933 Act shall have executed and delivered an agreement satisfactory to BancGroup to the effect that such person shall not make a "distribution" (within the meaning of Rule 145) of the Common Stock which he receives upon the Effective Date and that such Common Stock will be held subject to all applicable provisions of the 1933 Act and the rules and regulations of the SEC thereunder. The agreement will also provide that no affiliate of Southern will sell or otherwise reduce such affiliate's risk relative to any shares of BancGroup Common Stock received in the Merger until financial results concerning at least 30 days of post-Merger combined operations have been published. Southern recognizes and acknowledges that Common Stock issued to such persons may bear a legend evidencing the agreement described above.
