Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that:
(a) The Parent 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.
(b) The undersigned agrees not to make any sale, transfer of other disposition of the Parent Common Stock received by the undersigned in connection with the Merger in violation of the Securities Act or the rules and regulations promulgated thereunder. Parent has informed the undersigned that any distribution by the undersigned of Parent Common Stock has not been registered under the Securities Act and that shares of Parent Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the Securities Act, or (2) 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 (3) in the opinion of counsel reasonably acceptable to the Company, or pursuant to a "no action" letter obtained by the undersigned from the staff of the Commission, such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. The undersigned understands that, except as ------------------------------------------- provided in the Agreement, Parent is under no obligation to file a ------------------------------------------------------------------ registration statement with the SEC covering the disposition of the ------------------------------------------------------------------- undersigned's shares of Parent Common Stock or to take any other action ----------------------------------------------------------------------- necessary to make compliance with an exemption from such registration --------------------------------------------------------------------- available. ---------
(c) The undersigned is aware that Parent intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code (the "CODE") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as Parent 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 Compa...
Covenants and Warranties of Undersigned. The undersigned --------------------------------------- represents, warrants and agrees that:
(a) The Purchaser Common Stock received by the undersigned as a result of the Merger will be taken for his or her own account and not for others, directly or indirectly, in whole or in part.
(b) Purchaser has informed the undersigned that any distribution by the undersigned of Purchaser Common Stock has not been registered under the 1933 Act and that shares of Purchaser Common Stock received pursuant to the Merger 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 Purchaser is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of Purchaser 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 has not sold, transferred, or otherwise disposed of the undersigned's interests in, or reduced the undersigned's risk relative to, any of the shares of PBI Common Stock beneficially owned by the undersigned as of the date of the Shareholder's Meeting of PBI held to approve the Merger.
(b) The NCBC 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 part.
(c) NCBC has informed the undersigned that any distribution by the undersigned of NCBC Common Stock has not been registered under the 1933 Act and that shares of NCBC Common Stock 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 extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that NCBC is under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of NCBC Common Stock or to take any other action necessary to make compliance with an exemption from such registration available.
(d) 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 8 hereof to have all shares of PBI 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 banker, broker-dealer, nominee, or clearinghouse.
(e) The undersigned is aware that NCBC intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code ("Code") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as NCBC for federal income tax purposes. The undersigned acknowledged 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 PBI shareholders who receive cash in lieu of fractional...
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:
(a) The Surviving Corporation Common Stock received by the undersigned as a result of the merger will be taken for his or her own account and not for others, directly or indirectly, in whole or in part.
(b) South Alabama has informed the undersigned that any distribution by the undersigned of the Surviving Corporation Common Stock has not been registered under the 1933 Act and that shares of Surviving Corporation Common Stock 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 exist or may hereafter be amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that the Surviving Corporation will be under no obligation to file a registration statement with the SEC covering the disposition of the undersigned's shares of Surviving Corporation Common Stock.
(c) The undersigned is aware that the Surviving Corporation intends to treat the merger as a tax-free reorganization under Section 368 of the Internal Revenue Code ("Code") for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as the Surviving Corporation for federal income tax purposes. The undersigned acknowledges that the Income Tax Regulations require "continuity of interest" in order for the merger to be treated as tax-free under Section 368 of the Code. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his or her Surviving Corporation Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.
Covenants and Warranties of Undersigned. The undersigned represents, warrants and agrees that:
(a) The Buyer and the Parent have informed the undersigned that the issuance of shares of the Parent's Stock will be registered under the 1933 Act on a Registration Statement on Form S-4, and that any distribution by the undersigned of the Parent's Stock has not been registered under the 1933 Act, and that the Parent's Stock received pursuant to the Merger can only be sold by the undersigned (i) following registration under the 1933 Act, or (ii) in conformity with the volume and other applicable requirements of Rules 144 or 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.
(b) The undersigned is aware that the Company, the Parent and the Buyer intend to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code, as amended (the "Code"), for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as the Company, the Parent and the Buyer for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the U.S. federal income tax regulations requires "continuity of interest" in order for the Merger to be treated as a tax-free reorganization under Section 368 of the Code. Continuity of interest may not be preserved if stock of an acquired company is disposed of before an acquisition to the acquired or acquiring company or to persons related to either the acquired or acquiring companies for consideration other than stock of the acquiring company, if a shareholder of the acquired company received certain distributions from the acquired company with respect to such shareholder's stock in connection with the acquisition, or if stock of the acquiring company issued in the Merger is disposed of in connection with the Merger to the acquiring company or to persons related to the acquiring company. Accordingly, the undersigned declares that in connection with the Merger (i) the undersigned has not and will not dispose of any of the stock of either the Company, the Parent or the Buyer to either the Company, the Parent or the Buyer (other than in exchange for the Merger Consideration), to a person related to the Company (within the meaning of Section 1.368-1(e)(1)(i)(sixth sentence) of the U.S. federal income tax regulations) or to a person related to the Buyer (within the meaning of Section ...
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) The Acquiror 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; and
(b) 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 the Company Common Stock 77 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.
