Pooling Affiliates Sample Clauses

Pooling Affiliates. (a) Promptly following the date of this Agreement, the Company shall deliver to Parent a list of names and addresses of those persons who are affiliates within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act or otherwise applicable SEC accounting releases with respect to the Company (the "Company Pooling Affiliates"). The Company shall provide Parent such information and documents as Parent shall reasonably request for purposes of reviewing such list. The Company shall deliver to Parent, on or prior to the Closing, an affiliate letter in the form attached hereto as Exhibit D, executed by each of the Company Pooling Affiliates identified in the foregoing list. Parent shall be entitled to place legends as specified in such affiliate letters on the certificates evidencing any of the Parent Common Stock to be received by such Company Pooling Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Parent Common Stock, consistent with the terms of such letters.
AutoNDA by SimpleDocs
Pooling Affiliates. Section 3.16 of the IVAX Disclosure Schedule sets forth the names and addresses of those persons who are, in IVAX's reasonable judgment, "affiliates" within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act or applicable SEC accounting releases with respect to pooling of interests accounting treatment (each such person, a "Pooling Affiliate") of IVAX.
Pooling Affiliates. Section 4.16 of the Bergen Disclosure Schedule sets forth the names and addresses of those persons who are, in Bergen's reasonable judgment, Pooling Affiliates of Bergen.
Pooling Affiliates. (a) Not less than 45 days prior to the Effective Time, IVAX shall deliver to Bergen a list of names and addresses of those persons, in IVAX's reasonable judgment, at the record date for the IVAX Shareholders' Meeting at which the Mergers were approved, who were Pooling Affiliates of IVAX. IVAX shall provide Bergen such information and documents as Bergen shall reasonably request for purposes of reviewing such list. IVAX shall use its reasonable efforts to deliver or cause to be delivered to Bergen, prior to the Effective Time, an affiliate letter in the form attached hereto as Exhibit 6.05(a) (the "IVAX Affiliate Letter"), executed by each of the Pooling Affiliates of IVAX identified in the above-referenced list. The foregoing notwithstanding, BBI shall be entitled to place legends as specified in the IVAX Affiliate Letter on the certificates evidencing any of the BBI Common Stock to be received by (i) any Pooling Affiliate of IVAX or (ii) any person Bergen reasonably identifies (by written notice to IVAX) as being a person who may be deemed an "affiliate" within the meaning of Rule 145 of the rules and regulations of the Securities Act or applicable SEC accounting releases with respect to pooling-of-interests accounting treatment, pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the BBI Common Stock, consistent with the terms of the IVAX Affiliate Letter, regardless of whether such person has executed the IVAX Affiliate Letter and regardless of whether such person's name and address appear on Section 3.16 of the IVAX Disclosure Schedules.
Pooling Affiliates. Section 4.18 of the Company Disclosure Schedule sets forth the name and address of each person who is, in the Company's reasonable judgment, a Pooling Affiliate of the Company.
Pooling Affiliates. Section 5.16 of the Parent Disclosure Schedule sets forth the name and address of each person who is, in Parent's reasonable judgment, a Pooling Affiliate of Parent.
Pooling Affiliates. (a) Not less than 45 days prior to the Effective Time, the Company shall deliver to Parent a list of names and addresses of each person who, in the Company's reasonable judgment is an affiliate within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act or otherwise applicable SEC accounting releases with respect to pooling-of-interests accounting treatment (each such person, a "Pooling Affiliate") of the Company. The Company shall provide Parent such information and documents as Parent shall reasonably request for purposes of reviewing such list. The Company shall deliver or cause to be delivered to Parent, not later than 30 days prior to the Effective Time, an affiliate letter in the form attached hereto as Exhibit 6.09(a), executed by each of the Pooling Affiliates of the Company identified in the foregoing list. Parent shall be entitled to place legends as specified in such affiliate letters on the certificates evidencing any of the Parent Common Stock to be received by such Pooling Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Parent Common Stock, consistent with the terms of such Letters.
AutoNDA by SimpleDocs
Pooling Affiliates. 6.7(a) Pooling Requirements...............................................
Pooling Affiliates. (a) Not fewer than 45 days prior to the Effective Time, the Company shall deliver to Parent a list of names and addresses of each person who was, in the Company's reasonable judgment, at the record date for the Company Stockholders' Meeting, a Pooling Affiliate of the Company. The Company shall provide Parent such information and documents as Parent shall reasonably request for purposes of reviewing such list. The Company shall use all reasonable efforts to deliver or cause to be delivered to Parent, prior to the Effective Time, an affiliate agreement in the form attached hereto as EXHIBIT 7.03(a) (each, a "COMPANY AFFILIATE AGREEMENT"), executed by each of the Pooling Affiliates of the Company identified in the above-referenced list. The foregoing notwithstanding, Parent shall be entitled to place legends as specified in the Company Affiliate Agreement on the certificates evidencing any of the Parent Common Stock to be received by (i) any Pooling Affiliate of the Company or (ii) any person Parent reasonably identifies (by written notice to the Company) as being a person who may be deemed an "affiliate" within the meaning of rule 145 promulgated under the Securities Act or applicable SEC accounting releases with respect to "pooling of interests" accounting treatment, and to issue appropriate stop transfer instructions to the transfer agent for such Parent Common Stock, consistent with the terms of the Company Affiliate Agreement, regardless of whether such person has executed Company Affiliate Agreement and regardless of whether such person's name and address appear on Section 4.18 of the Company Disclosure Schedule.
Pooling Affiliates. 38 6.17. POOLING ACTIONS......................................................38 6.18. TAX INCENTIVES AND XXX GRANTS........................................38 6.19 COMMISSION FILINGS; COMPLIANCE.......................................38 6.20. LISTING OF ADDITIONAL SHARES.........................................39
Time is Money Join Law Insider Premium to draft better contracts faster.