Pooling Lock-Up Sample Clauses

Pooling Lock-Up. Notwithstanding any other provision of this --------------- Affiliate Agreement to the contrary, from and after the date of this Agreement, Shareholder will not further sell, transfer, exchange, pledge or otherwise dispose of, or in any other way reduce Shareholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to any INDUS Securities or any rights, options or warrants to purchase INDUS Securities or any Merger Securities or other securities of Newco during the time period (the "Lock-Up Period") beginning thirty (30) days immediately preceding the Effective Time and ending at such time after the Effective Time as Newco has publicly released the combined financial results of Newco, INDUS and TSW for a period of at least thirty (30) days of combined operations of Newco, INDUS and TSW after the Effective Time of the Merger. Newco agrees to publish such financial results expeditiously in a manner consistent with INDUS' prior practices. Notwithstanding the foregoing, Newco agrees that any "affiliates" of INDUS within the meaning of Rule 145 will be allowed, as a group, to sell up to 1% of INDUS Stock under the "de minimis" exceptions to the pooling of interest requirements, with each transaction to be approved in advance by Newco's auditors.
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Pooling Lock-Up. Shareholder will not sell, transfer, exchange, --------------- pledge or otherwise dispose of, or in any other way reduce Shareholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to any Rendition Securities or any rights, options or warrants to acquire Rendition Securities or any Merger Securities or other securities of Micron during the time period beginning thirty (30) days immediately preceding the Effective Time of the Merger and ending at such time after the Effective Time as Micron has publicly released the combined financial results of Micron and Rendition for a period of at least thirty (30) days of combined post-Merger operations. Micron agrees to publish such financial results in a manner consistent with Micron's prior practices. Notwithstanding the foregoing, Micron agrees that any "affiliates" of Rendition within the meaning of Rule 145 will be allowed as a group to sell up to an aggregate of one percent (1%) of Rendition Stock under the "de minimis" exceptions to the pooling-of- interest requirements, with no single affiliate being allowed to sell more than ten percent (10%) of the Rendition Stock held by such affiliate, provided each transaction is approved in advance by Micron's auditors.
Sample 1
Pooling Lock-Up. Notwithstanding any other provision of this --------------- Affiliate Agreement to the contrary, Stockholder will not sell, transfer, exchange, pledge or otherwise dispose of, or in any other way reduce Stockholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to any UniCAD Securities or New UniCAD Securities or any rights, options or warrants to purchase UniCAD Securities or New UniCAD Securities, or any Merger Securities or other securities of CCT during the time period (the "Lock-Up Period") beginning thirty (30) days immediately preceding the Effective Time and ending at such time after the Effective Time as CCT has publicly released the combined financial results of CCT and UniCAD for a period of at least thirty (30) days of combined operations of CCT and UniCAD after the Closing Date. CCT agrees to publish such financial results expeditiously in a manner consistent with its prior practices.
Sample 1
Pooling Lock-Up. Notwithstanding any other provision of this Agreement to the contrary, Stockholder will not sell, transfer, exchange, pledge or otherwise dispose of, or in any other way reduce Stockholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to any Company Securities or New Company Securities or any rights, options or warrants to purchase Company Securities or New Company Securities, or any Merger Securities or other securities of Concur (and Stockholder has not taken any such action) during the period (the "LOCK-UP PERIOD") beginning 30 days immediately preceding the Effective Time and ending such time after the Effective Time as Concur has publicly released the combined financial results of Concur and the Company for a period of at least 30 days of post-Merger combined operations of Concur and the Company. Concur agrees to publish such financial results in a manner consistent with its past practices.
Sample 1

Related to Pooling Lock-Up

  • Pooling Agreement The Pooling Agreement, dated as of the Closing Date, between the Seller and the Depositor, as amended, supplemented or modified from time to time.

  • Pooling Letter Premiere shall have received a letter, dated as of the -------------- Effective Time, in form and substance reasonably acceptable to Premiere, from Xxxxxx Xxxxxxxx LLP to the effect that the Merger will qualify for pooling of interests accounting treatment, and no action shall have been taken by any regulatory authority or any statute, rule, regulation or order enacted, promulgated or issued by any regulatory authority, or any proposal made for any such action by any regulatory authority which is reasonably likely to be put into effect, that would prevent Premiere from accounting for the business combination to be effected by the Merger as a pooling of interests.

  • Pooling Matters 19 SECTION 2.23

  • Pooling Letters The STOCKHOLDERS shall each have executed and delivered a letter agreement in favor of MARINEMAX and NEWCO, in form and content as set forth in Annex VI attached hereto (the "Pooling Letters"), pursuant to which each STOCKHOLDER shall agree to hold the MARINEMAX Stock received by such STOCKHOLDER, for such period of time as is necessary to allow the Merger to be accounted for as a "pooling-of-interests" under the rules and regulations of the SEC.

  • Pooling and Servicing Agreement (1) Capitalized terms used in this Agreement that are not defined herein and are defined in the Pooling and Servicing Agreement shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.

  • Pooling Accounting Notwithstanding anything to the contrary herein, if, but for any provision of this Agreement, a Change in Control transaction would otherwise be accounted for as a pooling-of-interests under APB No.16 ("Pooling Accounting") (after giving effect to xxx xxx xll other facts and circumstances affecting whether such Change in Control transaction would use Pooling Accounting), such provision or provisions of this Agreement which would otherwise cause the Change in Control transaction to be ineligible for Pooling Accounting shall be void and ineffective in such a manner and to the extent that by eliminating such provision or provisions of this Agreement, Pooling Accounting would be required for such Change in Control transaction.

  • Optional Purchase of Certain Mortgage Loans With respect to any Mortgage Loans which as of the first day of a Fiscal Quarter is delinquent in payment by 90 days or more or is an REO Property, EMC shall have the right to purchase any Mortgage Loan from the Trust which becomes 90 days or more delinquent or becomes an REO Property at a price equal to the Purchase Price; provided however (i) that such Mortgage Loan is still 90 days or more delinquent or is an REO Property as of the date of such purchase and (ii) this purchase option, if not theretofore exercised, shall terminate on the date prior to the last day of the related Fiscal Quarter. This purchase option, if not exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more delinquent or becomes an REO Property, in which case the option shall again become exercisable as of the first day of the related Fiscal Quarter. In addition, EMC shall, at its option, purchase any Mortgage Loan from the Trust if the first Due Date for such Mortgage Loan is subsequent to the Cut-off Date and the initial Scheduled Payment is not made within thirty (30) days of such Due Date. Such purchase shall be made at a price equal to the Purchase Price. If at any time EMC remits to the Master Servicer a payment for deposit in the Protected Account covering the amount of the Purchase Price for such a Mortgage Loan, and EMC provides to the Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in the Protected Account, then the Trustee shall execute the assignment of such Mortgage Loan prepared and delivered to the Trustee, at the request of EMC, without recourse, representation or warranty, to EMC which shall succeed to all the Trustee’s right, title and interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment shall be an assignment outright and not for security. EMC will thereupon own such Mortgage, and all such security and documents, free of any further obligation to the Trustee or the Certificateholders with respect thereto.

  • Servicing Transfer In the event that a successor Master Servicer is appointed pursuant to the Pooling and Servicing Agreement, from and after the effective date of such transfer of servicing, the successor Master Servicer appointed pursuant to the Pooling and Servicing Agreement, and not the former Master Servicer, shall (a) be responsible for the performance of all servicing functions to be performed from and after such date, (b) agree to be bound by the terms, covenants and conditions contained herein applicable to the Master Servicer and be subject to the duties and obligations of the Master Servicer hereunder, and (c) agree to indemnify and hold harmless the Credit Enhancement Provider from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Credit Enhancement Provider may incur (or which may be claimed against the Credit Enhancement Provider) by reason of the gross negligence or willful misconduct of the successor Master Servicer in exercising its powers and carrying out its obligations under the Pooling and Servicing Agreement and the Series Supplement. Such transfer of servicing shall not affect any rights or obligations of the former Master Servicer under this Agreement that arose prior to the effective date of the transfer of servicing, except that such former Master Servicer shall have no obligation to indemnify the Credit Enhancement Provider as a result of any act or failure to act of any successor Master Servicer in the performance of the servicing functions.

  • Special Servicing of Delinquent Mortgage Loans If permitted under the terms of the applicable Servicing Agreement, the Seller may appoint, pursuant to the terms of the applicable Servicing Agreement and with the written consent of the Depositor, the Master Servicer, the Trustee, the Securities Administrator and any NIMS Insurer, a Special Servicer to special service any Distressed Mortgage Loans. Any applicable Termination Fee related to the termination of the related Servicer and the appointment of any Special Servicer shall be paid by the Seller from its own funds, without right of reimbursement from the Trust Fund. Any fees paid to any such Special Servicer shall not exceed the Servicing Fee Rate.

  • Simple Interest Mortgage Loans None of the Mortgage Loans are simple interest Mortgage Loans.

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