Rule 145 Affiliates. The Stockholder who is an "affiliate" of the Company for purposes of Rule 145 under the Securities Act of 1933, as amended, hereby agrees to deliver to Purchaser, on or prior to the Effective Time, a written agreement in form and substance acceptable to Purchaser, restricting the disposition of Rollover Shares.
Rule 145 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 Rule 145 Affiliate of the Company.
Rule 145 Affiliates. Prior to the date of the Company Shareholders Meeting, the Company shall deliver to Buyer a letter, substantially in the form attached as EXHIBIT B, identifying all persons who are expected to be, at the time this Agreement is submitted for approval to such shareholders, "affiliates" of the Company for purposes of Rule 145 under the Securities Act ("COMPANY AFFILIATES"). The list of Company Affiliates shall be updated as necessary to reflect changes from the date of the letter. The Company shall use reasonable best efforts to cause to be delivered to Buyer on or prior to the date of the Company Shareholders Meeting a letter agreement from each of the Company Affiliates, substantially in the form attached as EXHIBIT C.
Rule 145 Affiliates. Spinco shall, at least 10 days prior to the Effective Time, cause to be delivered to the Company a list, reviewed by its counsel, identifying any persons who will be, in its reasonable judgment, at the Effective Time, “affiliates” of Spinco for purposes of Rule 145 promulgated by the SEC under the Securities Act (each, a “Rule 145 Affiliate”). Spinco shall furnish such information and documents as the Company may reasonably request for the purpose of reviewing such list. Spinco shall use all commercially reasonable efforts to cause each person who is identified as a Rule 145 Affiliate in the list furnished pursuant to this Section 7.13 to execute a written agreement (each, a “Rule 145 Affiliate Agreement”), substantially in the form of Exhibit A to this Agreement, at or prior to the Effective Time.
Rule 145 Affiliates. Within 30 days before the Closing Date, WPL shall identify in a letter to IES and Interstate, IES shall identify in a letter to WPL and Interstate, and Interstate shall identify in a letter to WPL and IES, all persons who are, and to such person's knowledge who will be at the Closing Date, "affiliates" of WPL, IES and Interstate, respectively, as such term is used in Rule 145 under the Securities Act (or otherwise under applicable SEC accounting releases with respect to pooling-of-interests accounting treatment). Each of WPL, IES and Interstate shall use all reasonable efforts to cause their respective affiliates (including any person who may be deemed to have become an affiliate after the date of the letter referred to in the prior sentence) to deliver to the Company on or prior to the Closing Date a written agreement substantially in the form attached as Exhibit 8.8(a) with respect to affiliates of WPL and Exhibit 8.8
Rule 145 Affiliates. 5.12 SEC.................................................................3.8(a) Securities Act......................................................
Rule 145 Affiliates. Not fewer than 45 days prior to the Effective Time, the Company shall deliver to Parent a list of names and addresses of each person who was, in the Company's reasonable judgment, at the record date for the Company Stockholders' Meeting, a Rule 145 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 use all reasonable efforts to deliver or cause to be delivered to Parent, prior to the Effective Time, an affiliate agreement in the form attached hereto as Exhibit 7.03 (each, a "COMPANY AFFILIATE AGREEMENT"), executed by each of the Rule 145 Affiliates of the Company identified in the above-referenced list. The foregoing notwithstanding, Parent shall be entitled to place the legend only as specified in the Company Affiliate Agreement on the certificates evidencing any of the Parent Common Stock to be received by (i) any Rule 145 Affiliate of the Company or (ii) any person Parent reasonably identifies (by written notice to the Company) as being a person who may be deemed an "affiliate" within the meaning of rule 145(c) or (d) promulgated under the Securities Act, and to issue appropriate stop transfer instructions to the transfer agent for such Parent Common Stock, consistent with the terms of the Company Affiliate Agreement, regardless of whether such person has executed a Company Affiliate Agreement and regardless of whether such person's name and address appear on Section 4.16 of the Company Disclosure Schedule.
Rule 145 Affiliates. Notwithstanding anything herein to the contrary, Certificates surrendered for exchange by any Person who was identified by the Seller as a Rule 145 Affiliate pursuant to Section 6.14 shall not be exchanged until the Buyer has received an Affiliate Letter (as such term is defined in Section 6.14 below) from such Person.
Rule 145 Affiliates. Within 30 days after the date of this Agreement, the Company shall identify in a letter to Parent all persons who are, and to such person's best knowledge who will be at the Closing Date, "affiliates" of the Company, as such term is used in Rule 145 under the Securities Act. The Company shall use all reasonable efforts to cause its affiliates (including any person who may be deemed to have become an affiliate after the date of the letter referred to in the prior sentence) to deliver to Parent on or prior to the Closing Date a written letter substantially in the form attached as EXHIBIT B (each, an "AFFILIATE LETTER").
Rule 145 Affiliates. 5.10.1 Promptly following the execution of this Agreement, JIS shall identify in a letter to Judge all persons who might, at the time of its stockholders' meeting at which the Merger is to be voted upon by its stockholders, be deemed to be an affiliate of JIS within the meaning of Rule 145 ("Rule 145 Affiliate").
5.10.2 JIS shall use all reasonable efforts to deliver to Judge as soon as practicable and in any case prior to the Effective Time an agreement signed by each such Rule 145 Affiliate of JIS regarding compliance with Rule 145, which agreement (the "Affiliate Agreements") shall be in substantially the form of Exhibit 5.10.2.
5.10.3 Judge shall be entitled to place legends on the certificates evidencing Judge Common Shares to be received by such Rule 145 Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for Judge Common Shares, consistent with the terms of such Affiliate Agreements, whether or not such Affiliate Agreements are actually delivered to Judge.
