Common use of Transfers by Affiliates Clause in Contracts

Transfers by Affiliates. The Company shall use its reasonable best efforts to obtain and provide to Buyer prior to the Effective Time undertakings in writing from each Person, if any, who according to counsel for the Company might reasonably be considered "affiliates" of the Company within the meaning of Rule 145(c) of the SEC pursuant to the Securities Act (each, a "Rule 145 Affiliate"), in each case in form and substance reasonably satisfactory to counsel for Buyer providing (i) such Rule 145 Affiliate will notify Buyer in writing before offering for sale or selling or otherwise disposing of any Surviving Corporation Shares owned by such Rule 145 Affiliate and (ii) no such sale or other disposition shall be made unless and until the Rule 145 Affiliate has supplied to Buyer an opinion of counsel for the Rule 145 Affiliate (which opinion and counsel shall be reasonably satisfactory to Buyer) to the effect that such transfer is not in violation of the 1933 Act.

Transfers by Affiliates. The Company shall use its reasonable best efforts to obtain and provide to Buyer MergerSub prior to the Effective Time undertakings in writing from each Person, if any, who according to counsel for the Company might reasonably be considered "affiliates" of the Company within the meaning of Rule 145(c) of the SEC pursuant to the Securities Act (each, a "Rule 145 Affiliate"), in each case in form and substance reasonably satisfactory to counsel for Buyer MergerSub providing (i) such Rule 145 Affiliate will notify Buyer MergerSub in writing before offering for sale or selling or otherwise disposing of any Surviving Corporation Shares or ExistingSub Shares owned by such Rule 145 Affiliate and (ii) no such sale or other disposition shall be made unless and until the Rule 145 Affiliate has supplied to Buyer MergerSub an opinion of counsel for the Rule 145 Affiliate (which opinion and counsel shall be reasonably satisfactory to BuyerMergerSub) to the effect that such transfer is not in violation of the 1933 Securities Act.