Common use of Securities Act Covenants and Representations Clause in Contracts

Securities Act Covenants and Representations. In addition to, and not in lieu of, the other covenants and representations set forth herein, each Stockholder hereby agrees and represents to Teleglobe that such Stockholder understands that, to the extent such Stockholder is an "affiliate" (as such term is defined in Rule 405 under the Securities Act) of the Company at the time the Consent is executed or the Merger Agreement is submitted for a vote of the stockholders of the Company, any public offering, sale or other disposition by such Stockholder or any of its wholly owned Affiliates of any Teleglobe Common Shares received by such Person in the Merger (collectively, the "Restricted Sales") will, under current law, require any of (i) the further registration under the Securities Act of any Teleglobe Common Shares to be sold by such Person, (ii) compliance with applicable provisions of Rule 145 promulgated by the SEC under the Securities Act or (iii) the availability of another exemption from such registration under the Securities Act. Each Stockholder agrees not to, and not to cause or permit any of its wholly owned Affiliates to, make any Restricted Sale unless the conditions of clause (i), (ii) or (iii) are met.

Securities Act Covenants and Representations. In addition to, and not in lieu of, the other covenants and representations set forth herein, each the Stockholder hereby agrees and represents to Teleglobe the Buyer that such the Stockholder understands that, to the extent such the Stockholder is an "affiliate" (as such term is defined in Rule 405 under the Securities Act) of the Company at as of the time date hereof or the Consent is executed or date the Merger Agreement is submitted for a vote of the stockholders of the Company, any public offering, sale or other disposition by such the Stockholder or any of its wholly owned Affiliates of any Teleglobe shares of Parent Common Shares Stock received by such Person person in the Merger (collectively, the "Restricted Sales") will, under current law, require any of (i) the further registration under the Securities Act of any Teleglobe Common Shares such shares to be sold by such Personperson, (ii) compliance with applicable provisions of Rule 145 promulgated by the SEC under the Securities Act Act, as amended or (iii) the availability of another exemption from such registration under the Securities Act. Each The Stockholder agrees not to, and not to cause or permit any of its wholly owned Affiliates to, make any Restricted Sale unless the conditions of clause (i), (ii) or (iii) are met.

Securities Act Covenants and Representations. In addition to, and not in lieu of, the other covenants and representations set forth herein, each the Stockholder hereby agrees and represents to Teleglobe Bursar that such Stockholder understands that, to the extent such Stockholder is an "affiliate" (as such term is defined in Rule 405 under the Securities Act) of the Company at as of the time date hereof or the Consent is executed or date the Merger Agreement is submitted for a vote of the stockholders of the Company, any public offering, sale or other disposition by such Stockholder or any of its wholly owned Affiliates affiliates of any Teleglobe shares of Parent Common Shares Stock received by such Person person in the Merger (collectively, the "Restricted Sales") will, under current law, require any of (i) the further registration under the Securities Act of any Teleglobe Common Shares such shares to be sold by such Personperson, (ii) compliance with applicable provisions of Rule 145 promulgated by the SEC under the Securities Act Act, as amended or (iii) the availability of another exemption from such registration under the Securities Act. Each The Stockholder agrees not to, and not to cause or permit any of its wholly owned Affiliates to, make any Restricted Sale unless the conditions of clause (i), (ii) or (iii) are met.