Common use of Covenants Related to Pooling of Interests Clause in Contracts

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.

Appears in 4 contracts

Samples: Affiliate Agreement (Pure Atria Corp), Affiliate Agreement (Rational Software Corp), Affiliate Agreement (Pure Atria Corp)

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Covenants Related to Pooling of Interests. In accordance with SAB 65, ----------------------------------------- during During the period commencing 30 ----------------------------------------- beginning thirty (30) days preceding the Closing Date Effective Time of the Merger and continuing until the second day ending at such time after the day that Acquiror Effective Time as Electronic Arts has publicly announces released the combined financial results covering of Electronic Arts and Maxis for a period of at least 30 thirty (30) days of combined operations of Acquiror Electronic Arts and TargetMaxis, Affiliate Stockholder will not sell, exchange, transfer, pledge, distribute, distribute or otherwise dispose of or grant any option, establish any "short" or put-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 securitiesMaxis Securities, New Maxis Securities, Merger Securities or shares other securities of Acquiror Common Stock received by Affiliate in connection with the MergerElectronic Arts. Acquiror Electronic Arts may, at its discretion, cause a restrictive legend to the foregoing effect to be placed on Acquiror Electronic Arts Common Stock certificates issued to Affiliate Stockholder 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 AffiliateStockholder. Notwithstanding the foregoing, Affiliate Stockholder 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 Stockholder has obtained Acquiror's Electronic Arts' prior written approval of such sale or disposition.

Appears in 1 contract

Samples: Maxis Affiliate Agreement (Electronic Arts Inc)

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Covenants Related to Pooling of Interests. In accordance with SAB 65, ----------------------------------------- during During the period commencing beginning 30 days preceding prior to the Closing Date of the Merger and continuing until ending on the second day after the day that Acquiror Parent publicly announces financial results covering at least 30 days of combined operations of Acquiror Parent and TargetCompany, 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 to have or having the effect, directly or indirectly, to reduce of reducing its risk relative to any securities, securities or shares of Acquiror Parent Common Stock received by Affiliate in connection with the Merger. Acquiror Parent may, at its discretion, cause a restrictive legend to the foregoing effect to be placed on Acquiror Parent 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, 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 AcquirorParent's prior written approval of such sale or dispositiondisposition which shall not be unreasonably withheld. Affiliate may also make charitable gifts, so long as (i) the charity agrees to be bound by this Section 3, and (ii) Parent reasonably determines that the gift would not result in the Merger being accounted for as other than a pooling of interests.

Appears in 1 contract

Samples: Affiliate Agreement (Genesis Microchip Inc)

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