Common use of Rule 145 Affiliates Clause in Contracts

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.

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 Affiliates 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.