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.
(b) Not less than 45 days prior to the Effective Time, Bergen shall deliver to IVAX a list of names and addresses of those persons who were, in Bergen's reasonable judgment, at the record date for the Bergen Shareholders' Meeting at which the issuance of the Bergen Common Stock in the Mergers were approved, Pooling Affiliates of Bergen. Bergen shall provide IVAX such information and documents as IVAX shall reasonably request for purposes of reviewing such list. Bergen shall use its reasonable efforts to deliver or cause to be delivered to IVAX, prior to the Effective Time, an affiliate letter in the form attached hereto as Exhibit 6.05
(b) (the "Bergen Affiliate Letter"), executed by each of the Pooling Affiliates of Bergen identified in the above-referenced list. The foregoing notwithstanding, BBI shall be entitled to place legends as specified in th...
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) Promptly following the date of this Agreement, the Company shall deliver to Buyer 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 Buyer such information and documents as Buyer shall reasonably request for purposes of reviewing such list. The Company shall deliver to Buyer, on or prior to the Closing, an affiliate letter in the form attached hereto as EXHIBIT E, executed by each of the Company Pooling Affiliates identified in the foregoing list. Buyer shall be entitled to place legends as specified in such affiliate letters on the certificates evidencing any of the Buyer 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 Buyer Common Stock, consistent with the terms of such letters.
(b) Buyer shall procure, on or prior to the Effective Time, an affiliate letter in the form attached hereto as EXHIBIT F, executed by appropriate affiliates of Buyer.
(c) For so long as resales of shares of Buyer Common Stock issued pursuant to the Acquisition are subject to the resale restrictions set forth in Rule 145 under the Securities Act, Buyer will use good faith efforts to comply with Rule 144(c)(1) under the Securities Act.
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. (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.
(b) Parent shall procure, on or prior to the Effective Time, an affiliate letter in the form attached hereto as Exhibit E, executed by appropriate affiliates of Parent.
(c) For so long as resales of shares of Parent Common Stock issued pursuant to the Merger are subject to the resale restrictions set forth in Rule 145 under the Securities Act, Parent will use good faith efforts to comply with Rule 144(c)(1) under the Securities Act.
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.
(b) Not less than 45 days prior to the Effective Time, Parent shall deliver to the Company a list of names and addresses of each person who, in Parent's reasonable judgment is a Pooling Affiliate of Parent. Parent shall provide the Company such information and documents as the Company shall reasonably request for purposes of reviewing such list. Parent shall deliver or cause to be delivered to the Company, not later than 30 days prior to the Effective Time, an affiliate letter in the form attached hereto as Exhibit 6.09(b), executed by each of the Pooling Affiliates of Parent identified in the foregoing list.
Pooling Affiliates. 6.7(a) Pooling Requirements...............................................
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