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. (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.
Pooling Requirements. Except as set forth in Schedule -------------------- 3.19(a), the Sellers do not own any waste collection or transfer businesses or assets other than the Companies and the Real Property. For the twenty-four (24) 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 3.19(b). Except as listed on Schedule 3.19(b), 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 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 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 Sellers do not own any software -------------------- development businesses other than the Company. For the 24-month period ending on the date of this Agreement, there has been no change of ownership of the Company Shares, except pursuant to binding agreements entered into prior to January 1, 1997. 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 24 calendar months prior to the date of this Agreement, the Company has not paid any dividends or distributions to its shareholder other than dividends and distributions consistent in amount and kind to the dividends and distributions paid by the Company during the three-year period immediately preceding the 24- month period.
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. 2. Rule 145. The undersigned will not offer, sell, pledge, hypothecate, transfer or otherwise dispose of, or reduce its interest in or risk relating to, any of the shares of Eclipsys Voting Common Stock issued to the undersigned in the Merger unless at such time either: (i) such transaction is permitted pursuant to the provisions of Rule 145 under the Securities Act; (ii) the undersigned shall have furnished to Eclipsys an opinion of counsel, reasonably satisfactory to Eclipsys, to the effect that such transaction is otherwise exempt from the registration requirements of the Securities Act; or (iii) a registration statement under the Securities Act covering the proposed offer, sale, pledge, hypothecation, transfer or other disposition shall be effective under the Securities Act. A-48 00 0.
Pooling Requirements. The Seller does not own any waste -------------------- collection, transfer, recycling or disposal businesses other than the Xxxxxxx Companies. For the 24 month period ending on the date of this Agreement, there has been no change of ownership of the Company Shares. 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 24 calendar months prior to the date of this Agreement, the Xxxxxxx Companies have not paid any dividends or distributions to their shareholder other than dividends and distributions consistent in amount and kind to the dividends and distributions paid by the Xxxxxxx Companies during the three year period immediately preceding the 24 month period.
Pooling Requirements. The undersigned will not sell, assign, transfer or otherwise dispose of or encumber (i) any shares of Xxxxxx-Xxxxxxx 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 Pfizer Common Stock, whether now owned or hereafter acquired by the undersigned or (iv) any options, warrants, or other rights to receive such Pfizer 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 Pfizer and Xxxxxx-Xxxxxxx, including at least thirty (30) days of combined operations after the Effective Time (as defined in the Agreement), are made available to the public. 3.
