Pooling Requirements Sample Clauses
Pooling Requirements. The undersigned will not within the 30 day period prior to the Effective Time (as defined in the Agreement), sell, transfer, pledge, hypothecate or otherwise dispose of, or reduce the undersigned's interest in or risk relating to, any shares of Seller Common Stock or Buyer Common Stock owned by the undersigned. In addition, the undersigned will not, from and after the Effective Time, sell, transfer, pledge, hypothecate or otherwise dispose of, or reduce the undersigned's interest in or risk relating to any Buyer common stock issued to the undersigned pursuant to the Merger, or any other shares of Buyer capital stock, until after such time as Buyer has published (within the meaning of Accounting Series Release No. 135, as amended, of the Commission) financial results covering at least 30 days of combined operations of Seller and Buyer.
Pooling Requirements. The undersigned will not within the 30 day period prior to the Effective Time (as defined in the Agreement), sell, transfer, pledge, hypothecate or otherwise dispose of, or reduce the undersigned's interest in or risk relating to, any shares of Seller Common Stock or Buyer Common Stock owned by the undersigned. In addition, the undersigned will not, from and after the Effective Time, sell, transfer, pledge, hypothecate or otherwise dispose of, or reduce the undersigned's interest in or risk relating to any shares of Buyer capital stock, until after such time as Buyer has published (within the meaning of Accounting Series Release No. 135, as amended, of the Commission) financial results covering at least 30 days of combined operations of Seller and Buyer. The restrictions set forth herein may be waived by the Buyer to the extent such waiver, in the opinion of Buyer's independent accountants, does not jeopardize the treatment of the Merger as a pooling of interests.
Pooling Requirements. The undersigned will not within the 30 day period prior to the Effective Time (as defined in the Agreement), sell, transfer, pledge, hypothecate or otherwise dispose of, or reduce the undersigned's interest in or risk relating to, any shares of Eclipsys Common Stock or TSI Common Stock owned by the undersigned. In addition, the undersigned will not sell, transfer, pledge, hypothecate or otherwise dispose of, or reduce the undersigned's interest in or risk relating to any shares of Eclipsys capital stock, until after such time as Eclipsys has published (within the meaning of Accounting Series Release No. 135, as amended, of the Commission) financial results covering at least 30 days of combined operations of Eclipsys and TSI.
Pooling Requirements. The undersigned will not within the 30 day period prior to the Effective Time (as defined in the Agreement), sell, transfer, pledge, hypothecate or otherwise dispose of, or reduce the undersigned's interest in or risk relating to, any shares of Eclipsys Common Stock or TSI Common Stock owned by the undersigned. In addition, the undersigned will not sell, transfer, pledge, hypothecate or otherwise dispose of, or reduce the undersigned's interest in or risk relating to, any Eclipsys Voting Common Stock issued to the undersigned pursuant to the Merger, or any other shares of Eclipsys capital stock, until after such time as Eclipsys has published (within the meaning of Accounting Series Release No. 135, as amended, of the Commission) financial results covering at least 30 days of combined operations of Eclipsys and TSI.
Pooling Requirements. (a) The undersigned will not sell, transfer or otherwise dispose of, or reduce his or its interest in or risk relating to, any Buyer Common Stock issued to the undersigned pursuant to the Merger, or any Buyer Common Stock issued to the undersigned upon exercise of any employee stock options or warrants, until after such time as the Buyer has published (within the meaning of Accounting Series Release No. 130, as amended, of the Securities and Exchange Commission) financial results covering at least 30 days of combined operations of the Company and the Buyer.
(b) For a period commencing 30 days prior to the Effective Time of the Merger and ending on the earlier of the Effective Time of the Merger or the termination of the Agreement, the undersigned will not sell, transfer or otherwise dispose of, or reduce his or its interest in or risk relating to, any shares of Company Shares presently owned or subsequently acquired by the undersigned.
Pooling Requirements. The undersigned will not sell, assign, transfer or otherwise dispose of or encumber (i) any shares of Rio Common Stock, whether now owned or hereafter acquired by the undersigned, (ii) any options, warrants, or other rights to receive such stock, whether now owned or hereafter acquired by the undersigned, (iii) any shares of Xxxxxx'x Common Stock, whether now owned or hereafter acquired by the undersigned or (iv) any options, warrants, or other rights to receive such Xxxxxx'x Common Stock, whether now owned or hereafter acquired by the undersigned, in each of the foregoing cases, from thirty (30) days prior to the closing of the Merger until the consolidated results of operations of Xxxxxx'x and Rio, including at least thirty (30) days of combined operations after the Effective Time (as defined in the Agreement), are made available to the public.
Pooling Requirements. The Sellers do not own any waste -------------------- collection or transfer businesses other than the Companies and the Real Property. For the twenty-four month period ending on the date of this Agreement, there has been no change of ownership of the Company Shares except as listed on Schedule 1.3(e). Except as listed on Schedule 1.3(e), there will be no change in the Ownership of the Company Shares from the date of this Agreement to the Closing Date. During the most recent twenty-four calendar months prior to the date of this Agreement, the Companies have not paid any dividends or distributions to their shareholders other than dividends and distributions consistent in amount and kind to the dividends and distributions paid by the Companies during the three-year period immediately preceding the twenty-four-month period.
Pooling Requirements. The undersigned will not sell, assign, transfer or otherwise dispose of or encumber (i) any shares of common stock, par value $1.00 per share, of Acquiror, whether now owned or hereafter acquired by the undersigned, (ii) any options, warrants, or other rights to receive such stock, whether now owned or hereafter acquired by the undersigned, (iii) any shares of common stock, par value $0.01 per share, of the Company, whether now owned or hereafter acquired by the undersigned, or (iv) any options, warrants, or other rights to receive such stock, whether now owned or hereafter acquired by the undersigned, in each of the foregoing cases, from thirty (30) days prior to the closing of the Merger until the consolidated results of operations of Acquiror and the Company, including at least thirty (30) days of combined operations after the Effective Time (as defined in the Agreement), are made available to the public. The restrictions set forth herein may be waived by Acquiror to the extent such waiver, in the opinion of both the Acquiror's and the Company's independent accountants, does not jeopardize the treatment of the Merger as a pooling of interests.
Pooling Requirements. The undersigned will not within the 30 day period prior to the Effective Time (as defined in the Agreement), sell, transfer, pledge, hypothecate or otherwise dispose of, or reduce the undersigned's interest in or risk relating to, any shares of Hyperion Common Stock or Arbor Common Stock owned by the undersigned. In addition, the undersigned will not sell, transfer, pledge, hypothecate or otherwise dispose of, or reduce the undersigned's interest in or risk relating to, any Arbor Common Stock issued to the undersigned pursuant to the Merger, or any other shares of Arbor capital stock, until after such time as Arbor has published (within the meaning of Accounting Series Release No. 135, as amended, of the Commission) financial results covering at least 30 days of combined operations of Hyperion and Arbor.
Pooling Requirements. A. I further represent to and covenant with Parent that (A) I have not sold any shares of Company Common Stock within 30 days of the Effective Time (as defined in the Merger Agreement) and (B) I will not sell, transfer or otherwise dispose of (i) any shares of Company Common Stock within 30 days of the Effective Time or (ii) any Parent Common Stock received by me in the Merger or any other shares of the capital stock of Parent until after such time as results covering at least 30 days of post-merger combined operations of the Company and Parent have been published by Parent, in the form of a quarterly earnings report, an effective registration statement filed with the SEC, a report to the SEC on Form 10- K, 10-Q or 8-K, or any other public filing or announcement which includes such combined results of operations and would satisfy the Pooling Rules (such period is referred to herein as the "Restricted Period").
B. The parties acknowledge that sales of Parent Common Stock issuable on exercise of stock options solely to provide for payment of the exercise price of such stock options simultaneously with the exercise of such stock options shall not constitute such reduction of relative risk.
C. Notwithstanding anything to the contrary contained in paragraph 2.A, but subject to paragraph 1, I will be permitted, during the Restricted Period, (i) to 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, of reducing its risk relative to any shares of Parent Common Stock that I own (a "Transfer") equal to the lesser of (A) 10% of the Parent Common Stock that I own and (B) my pro rata portion of 1% of the total number of outstanding shares of Parent Common Stock owned by me and all other stockholders of Parent (in each of clause (A) and clause (B) above as measured as of the date of such Transfer and subject to confirmation of such calculation by Parent), and (ii) to make bona fide charitable contributions or gifts of such securities; provided, however, that the transferee(s) of such charitable contributions or gifts agree(s) in writing to hold such securities for the period specified in paragraph 2.A.