Covenants and Warranties of Undersigned. The undersigned represents, warrants and agrees that:
Covenants and Warranties of Undersigned. The undersigned represents, warrants and agrees that SBKC has informed the undersigned that any distribution by the undersigned of SBKC Common Stock has not been registered under the 1933 Act and that shares of SBKC Common Stock received pursuant to the Merger for a period of one (1) year after the Effective Time can only be sold by the undersigned (i) following registration under the 1933 Act, or (ii) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (iii) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that SBKC is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned’s shares of SBKC Common Stock.
Covenants and Warranties of Undersigned. The undersigned --------------------------------------- represents, warrants and agrees that:
Covenants and Warranties of Undersigned. The undersigned represents, warrants and agrees that during the 30 days immediately preceding the Effective Time of the Merger, the undersigned has not sold, transferred, or otherwise disposed of his interests in, or reduced his risk relative to, any of the shares of PSS Common Stock beneficially owned by the undersigned as of the record date for determination of shareholders entitled to vote at the Shareholders' Meeting of PSS held to approve the Merger.
Covenants and Warranties of Undersigned. The undersigned represents, warrants and agrees that Colony has informed the undersigned that any distribution by the undersigned of Colony Common Stock has not been registered under the 1933 Act and that shares of Colony Common Stock received pursuant to the Merger for a period of one (1) year after the Effective Time can only be sold by the undersigned (i) following registration under the 1933 Act, or (ii) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (iii) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that Colony is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of Colony Common Stock.
Covenants and Warranties of Undersigned. The undersigned represents, warrants, and agrees that: (a) During the 30 days immediately preceding the effective time of the Merger, the undersigned will not, except by operation of law, by will, or under the laws of descent and distribution, sell, transfer, or otherwise dispose of the undersigned's interests in, or reduce the undersigned's risk relative to, any of the shares of FBI Common Stock beneficially owned by the undersigned as of the date of the stockholders' meeting of FBI held to approve the Merger. (b) The Regions Common Stock received by the undersigned as a result of the Merger will be taken for the undersigned's own account and not for others, directly or indirectly, in whole or in part. (c) Regions has informed the undersigned that any distribution by the undersigned of Regions Common Stock has not been registered under the 1933 Act and that shares of Regions Common Stock 4 41 received pursuant to the Merger can only be sold by the undersigned (1) following registration under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exists or may hereafter be amended, or (3) to the some extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that Regions is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of Regions Common Stock or to take any other action necessary to make compliance with an exemption from such registration available. (d) The undersigned is aware that Regions intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as Regions for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations requires "continuity of interest" in order for the Merger to be treated as tax-free under Section 368 of the Code. This requirement is satisfied if, taking into account those FBI stockholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan or intention on the part of the FBI stockholders to sell or otherwise dispose of the Regions Common Stock to be received in the Merger that will reduce such stockholders' ownership to a n...
Covenants and Warranties of Undersigned. The undersigned represents, warrants and agrees that Yadkin Valley has informed the undersigned that any distribution by the undersigned of Yadkin Valley Common Stock has not been registered under the Securities Act and that shares of Yadkin Valley Common Stock received pursuant to the Merger for a period of one year after the Effective Time can only be sold by the undersigned (i) following registration under the Securities Act, or (ii) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (iii) to the extent some other exemption from registration under the Securities Act might be available. The undersigned understands that Yadkin Valley is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned’s shares of Yadkin Valley Common Stock.
Covenants and Warranties of Undersigned. The undersigned represents, warrants, and agrees that IBC has informed the undersigned that the issuance of shares of IBC Common Stock to the undersigned in connection with the Consolidation will be registered with the SEC under the 1933 Act on a Registration Statement on Form S-4 and that such registration will not cover any resale or other disposition of IBC Common Stock and that shares of IBC Common Stock received pursuant to the Consolidation can only be sold by the undersigned (a) following such time as financial results covering at least 30 days of post-consolidation combined operations have been published, and (b)(1) following registration under the 1933 Act, or (2) in conformity with the requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be EXHIBIT C amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available.
Covenants and Warranties of Undersigned. The undersigned represents, warrants and agrees that within thirty (30) days of execution hereof, the undersigned will, and will cause each of the other parties whose shares are deemed to be beneficially owned by the undersigned pursuant to Section 4(b) hereof to, have all of the Acquiror Common Stock beneficially owned by the undersigned registered in the name of the undersigned or such parties as applicable, prior to the effective date of the Merger and not in the name of any bank, broker dealer, nominee or clearinghouse.
Covenants and Warranties of Undersigned. The undersigned represents, warrants and agrees that King has advised the undersigned that, within thirty (30) days of execution hereof, the undersigned will, and will cause each of the other parties whose shares are deemed to be beneficially owned by the undersigned pursuant to Section 7 hereof to, have all of Jonex Xxxmon Stock beneficially owned by the undersigned registered in the name of the undersigned or such parties as applicable, prior to the effective date of the Merger and not in the name of any bank, broker-dealer, nominee or clearinghouse.
