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.
Appears in 2 contracts
Samples: Acquisition Agreement (Saville Systems PLC), Acquisition Agreement (Adc Telecommunications Inc)
Pooling Affiliates. (a) Promptly following the date of this Agreement, the Company shall deliver to Buyer 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 Buyer Parent such information and documents as Buyer Parent shall reasonably request for purposes of reviewing such list. The Company shall deliver to BuyerParent, on or prior to the Closing, an affiliate letter in the form attached hereto as EXHIBIT ED, executed by each of the Company Pooling Affiliates identified in the foregoing list. Buyer Parent shall be entitled to place legends as specified in such affiliate letters on the certificates evidencing any of the Buyer 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 Buyer Parent Common Stock, consistent with the terms of such letters.
(b) Buyer Parent shall procure, on or prior to the Effective Time, an affiliate letter in the form attached hereto as EXHIBIT FE, executed by appropriate affiliates of BuyerParent.
(c) For so long as resales of shares of Buyer Parent Common Stock issued pursuant to the Acquisition Merger are subject to the resale restrictions set forth in Rule 145 under the Securities Act, Buyer Parent will use good faith efforts to comply with Rule 144(c)(1) under the Securities Act.
Appears in 2 contracts
Samples: Merger Agreement (Adc Telecommunications Inc), Merger Agreement (Adc Telecommunications Inc)
Pooling Affiliates. (a) Promptly following the date of this Agreement, the Company Sellers shall cause Altitun to deliver to Buyer Purchaser a list of names and addresses of those persons Persons who are affiliates within the meaning of Rule 145 144 of the rules and regulations promulgated under the Securities Act or otherwise applicable SEC Commission accounting releases with respect to the Company Altitun (the "COMPANY POOLING AFFILIATESCompany Pooling Affiliates"). The Company Altitun shall provide Buyer Purchaser such information and documents as Buyer Purchaser shall reasonably request for purposes of reviewing such list. The Company Sellers shall deliver to BuyerPurchaser, on or prior to the Closing, an affiliate letter in the form attached hereto as EXHIBIT EExhibit 7.10(a), executed by each of the Company Pooling Affiliates identified in the foregoing list. Buyer Purchaser shall be entitled to place legends as specified in such affiliate letters on the certificates evidencing any of the Buyer Common Purchaser 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 Purchaser Stock, consistent with the terms of such letters.
(b) Buyer As it deems appropriate, Purchaser shall procure, on or prior to the Effective TimeClosing, an affiliate letter in the form attached hereto as EXHIBIT FExhibit 7.10(b), executed by appropriate affiliates Affiliates of BuyerPurchaser.
(c) For so long as resales of shares of Buyer Common Purchaser Stock issued pursuant to the Acquisition this Agreement are subject to the resale restrictions set forth in Rule 145 144 under the Securities Act, Buyer Purchaser will use good faith efforts to comply with Rule 144(c)(1) under the Securities Act.
Appears in 1 contract
Samples: Share Purchase Agreement (Adc Telecommunications Inc)