Covenants Related to Pooling of Interests. Notwithstanding any other provision hereof to the contrary and in accordance with XXX Xx. 000, during the period commencing on the date hereof and continuing until such date after the Effective Time as shall be the first market trading day following the date Netgateway publishes financial results covering at least thirty (30) days of combined operations of Netgateway and the Company, Affiliate will not sell, exchange, transfer, pledge, distribute, make any gift or otherwise dispose of or grant any option, establish any "short" or put-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to reduce or having the effect, directly or indirectly, of reducing his risk relative to any shares of Company Common Stock, or any rights, options or warrants to purchase Company Common Stock, or any Netgateway Common Stock received by Affiliate in connection with the Merger. For the purposes of this Agreement, (i) "Company Common Stock" shall mean all shares of Company Common Stock and any other securities of the Company held by Affiliate, including all securities as to which Affiliate has sole or shared voting or investment power, and all rights, options and warrants to acquire shares of capital stock or other securities of Company granted to or held by Affiliate, and (ii) "Netgateway Common Stock" shall mean all Netgateway Common Stock that are issued by Netgateway to Affiliate in connection with the Merger. Netgateway may, at its discretion, cause a restrictive legend to the foregoing effect to be placed on certificates representing Netgateway Common Stock issued to Affiliate in the Merger and place a stop transfer notice consistent with the foregoing with its transfer agent with respect to the certificates. Notwithstanding the foregoing, Affiliate shall be entitled to sell or dispose of shares so long as such sale or disposition is in accordance with XXX Xx. 000 and the "de minimis" test set forth in the Commission's Staff Accounting Bulletin No. 76; PROVIDED that Affiliate has first obtained Netgateway's prior written approval of any such proposed sale or disposition.
Covenants Related to Pooling of Interests. In accordance with SAB 65, ----------------------------------------- during the period commencing 30 days preceding the Closing Date of the Merger and continuing until the second day after the day that Acquiror publicly announces financial results covering at least 30 days of combined operations of Acquiror and Target, Affiliate will not sell, exchange, transfer, pledge, distribute, or otherwise dispose of or grant any option, establish any "short" or put-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended or having the effect, directly or indirectly, to reduce its risk relative to any securities, or shares of Acquiror Common Stock received by Affiliate in connection with the Merger. Acquiror may, at its discretion, cause a restrictive legend to the foregoing effect to be placed on Acquiror Common Stock certificates issued to Affiliate in the Merger and place a stock transfer notice consistent with the foregoing with its transfer agent with respect to the certificates, provided that such restrictive legend shall be removed and/or such notice shall be countermanded promptly upon expiration of the necessity therefor at the request of Affiliate. Notwithstanding the foregoing, Affiliate will not be prohibited by the foregoing from selling or disposing of shares, so long as such sale or disposition is in accordance with the "de minimis" test set forth in SEC Staff Accounting Bulletin No. 76 and so long as Affiliate has obtained Acquiror's prior written approval of such sale or disposition.
Covenants Related to Pooling of Interests. During the period beginning 35 days preceding the Effective Time of the Merger and ending two trading days after Parent publicly announces financial results covering at least 30 days of combined operations of Parent and the Company, Affiliate shall not sell, exchange, transfer, pledge, distribute, make any gift or otherwise dispose of or grant any option, establish any "short" or put-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended or having the effect, directly or indirectly, to reduce Affiliate's risk relative to any shares of Parent Common Stock or any of the Shares. Parent may, at its discretion, place a stock transfer notice consistent with the foregoing, with respect to Affiliate's shares.
Covenants Related to Pooling of Interests. In accordance with SAB 65, ----------------------------------------- during the period commencing 30 days preceding the Closing Date of the Merger and continuing until the second day after the day that Acquiror publicly announces financial results covering at least 30 days of combined operations of Acquiror and Target, Affiliate will not sell, exchange, transfer, pledge, distribute, make any gift or otherwise dispose of or grant any option, establish any "short" or put-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended or having the effect, directly or indirectly, to reduce Affiliate's risk relative to any shares of Acquiror Common Stock. Acquiror may, at its discretion, place a stock transfer notice consistent with the foregoing with its transfer agent with respect to Affiliate's shares. Notwithstanding the foregoing, Affiliate will not be prohibited by the foregoing from selling or disposing of shares so long as such sale or disposition is in accordance with the "de minimis" test set forth in SEC Staff Accounting Bulletin No. 76.
Covenants Related to Pooling of Interests. In accordance with Staff Accounting Bulletin No. 65, during the period from the date 30 days prior to the Effective Time until the day Parent publicly announces financial results covering at least 30 days of combined operations of Parent and the Company (the "RESTRICTED PERIOD"), Affiliate shall not sell, exchange, transfer, pledge, distribute, make any gift or otherwise dispose of or grant any option, establish any "short" or put-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended or having the effect, directly or indirectly, to reduce Affiliate's risk relative to any shares of Parent Common Stock or Company Capital Stock (including the Shares). Parent may, at its discretion, place a stop transfer notice consistent with the foregoing, with respect to Affiliate's shares of Parent Common Stock provided that such notice shall be countermanded as soon as practicable upon expiration of the necessity therefor.
Covenants Related to Pooling of Interests. (a) During the period beginning on the date 30 days prior to the Closing Date (as defined in the Merger Agreement) and ending on the day after Parent has published (within the meaning of Section 201.01 of the Commission's Codification of Financial Reporting Policies) financial results covering at least 30 days of combined operations of the Company and Parent (the "Restricted Period"), Stockholder will not sell, exchange, transfer, pledge, distribute or otherwise dispose of or grant any option, establish any "short" or "put"- equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing its risk relative to any shares of Parent Common Stock owned by Stockholder. The parties acknowledge that sales of Parent Common Stock issuable on exercise of stock options solely to provide for payment of the exercise price of such stock options simultaneously with the exercise of such stock options shall not constitute such reduction of relative risk.
Covenants Related to Pooling of Interests. During the period beginning from the date hereof and ending on the third business day after the date that Parent publicly announces financial results covering at least 30 days of combined operations of Parent and the Company, Affiliate will not sell, exchange, transfer, pledge, distribute, or otherwise dispose of or grant any option, establish any "short" or put-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended or having the effect, directly or indirectly, to reduce its risk relative to any securities, or shares of Parent Common Stock received by Affiliate in connection with the Merger. Parent may, in its discretion, cause a restrictive legend to the foregoing effect to be placed on Parent Common certificates issued to Affiliate in the Merger and place a stock transfer notice consistent with the foregoing with its transfer agent with respect to the certificates. Notwithstanding the foregoing, Affiliate will not be prohibited by the foregoing from selling or disposing of shares so long as such sale or disposition is in accordance with the "de minimis" test set forth in SEC Staff Accounting Bulletin No. 76 and so long as Affiliate has obtained Parent's prior written approval of such sale or disposition.
Covenants Related to Pooling of Interests. During the period ----------------------------------------- prescribed by Staff Bulletin No. 65, Holder will not sell, exchange, transfer, pledge, distribute, make any gift or otherwise dispose of or grant any option, establish any "short" or put-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to reduce or having the effect, directly or indirectly, of reducing Holder's risk relative to any shares of CKS Common Stock, or shares of USWeb Common Stock beneficially owned presently or subsequently
Covenants Related to Pooling of Interests. During the period beginning 30 days prior to the Closing Date and ending on the second day after the day that Parent publicly announces financial results covering at least 30 days of combined operations of Parent and Company, Affiliate will not sell, exchange, transfer, pledge, distribute, make any gift or otherwise dispose of or grant any option, establish any "short" or put-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing his risk relative to any securities or shares of Parent Common Stock. Parent may, at its discretion, place a stock transfer notice consistent with the foregoing with its transfer agent with respect to Affiliate's shares. Notwithstanding the foregoing, Affiliate will not be prohibited by the foregoing from selling or disposing of shares so long as such sale or disposition is in accordance with the "de minimis" test set forth in SEC Staff Accounting Bulletin No. 76. Affiliate may also make charitable gifts, so long as (i) the charity agrees to be bound by this Section 2, and (ii) Parent reasonably determines that the gift would not result in the Merger being accounted for as other than a pooling of interests.
Covenants Related to Pooling of Interests. (a) During the period beginning on the date thirty (30) days prior to the Closing Date (as defined in the Merger Agreement) and ending on the day after Ascend has published (within the meaning of Accounting Series Release No. 135) financial results covering at least thirty (30) days of post-Merger combined operations of Ascend and Cascade (the "Restricted Period") in the form of a quarterly earnings report, an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10-Q or 8-K or any other public filing or announcement which includes the combined results of operations, Signatory will not sell, exchange, transfer, pledge, distribute, or otherwise dispose of or grant any option, establish any "short" or put- equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's risk relative to (i) any shares of Cascade Common Stock or Ascend Common Stock owned by Signatory or (ii) any shares of Ascend Common Stock received by Signatory in connection with the Merger. (b) Notwithstanding anything to the contrary contained in Section 3(a), Signatory will be permitted, during the Restricted Period, to sell, exchange, transfer, pledge, distribute or otherwise dispose of or grant any option, establish any "short" or put-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to have or having the effect, directly or indirectly, of reducing Signatory's risk relative to any shares of Cascade Common Stock or Ascend Common Stock received by Signatory in connection with the Merger an amount of such shares not more than the de minimis amount permitted by the Commission in its rules and releases relating to pooling-of-interests accounting treatment, subject to the advance concurrence of Ascend and Cascade and each of their independent auditors. 4.
