Common use of Rule 145 Clause in Contracts

Rule 145. The Delaware Company will use its reasonable -------- best efforts to cause all Persons who, at the time of the meeting of the Delaware Company's stockholders to adopt this Agreement, may be deemed to be affiliates of the Delaware Company as that term is used in Rule 145 under the Securities Act and who will become the beneficial owners of Surviving Corporation Common Stock pursuant to the Merger to execute "affiliates' letters" in customary form prior to the Effective Time. Except as otherwise provided in any separate agreements between the Texas Company and any such affiliates, the Texas Company will use its reasonable efforts to comply with the provisions of Rule 144(c) under the Securities Act in order that such affiliates may resell such Surviving Corporation Common Stock pursuant to Rule 145(d) under the Securities Act. After the first anniversary of the Closing Date, upon a written request, the Surviving Corporation will remove any restrictive legends related to Rule 145 on the certificates evidencing Merger Consideration received by Persons who are affiliates of the Delaware Company immediately before the Effective Time but who are not affiliates of the Surviving Corporation immediately after the Effective Time.

Rule 145. The Delaware Company will use its reasonable best -------- best efforts to cause all Persons who, at the time of the meeting of the Delaware Company's stockholders to adopt this Agreement, may be deemed to be affiliates of the Delaware Company as that term is used in Rule 145 under the Securities Act and who will become the beneficial owners of Surviving Corporation Common Stock pursuant to the Merger to execute "affiliates' letters" in customary form prior to the Effective Time. Except as otherwise provided in any separate agreements between the Texas Company and any such affiliates, the Texas Company will use its reasonable efforts to comply with the provisions of Rule 144(c) under the Securities Act in order that such affiliates may resell such Surviving Corporation Common Stock pursuant to Rule 145(d) under the Securities Act. After the first anniversary of the Closing Date, upon a written request, the Surviving Corporation will remove any restrictive legends related to Rule 145 on the certificates evidencing Merger Consideration received by Persons who are affiliates of the Delaware Company immediately before the Effective Time but who are not affiliates of the Surviving Corporation immediately after the Effective Time.