Rule 145 Affiliate Agreement definition

Rule 145 Affiliate Agreement shall have the meaning specified in Section 6.04.
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Rule 145 Affiliate Agreement has the meaning set forth in Section 7.13.
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Rule 145 Affiliate Agreement shall have the meaning specified in Section 6.13.
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Examples of Rule 145 Affiliate Agreement in a sentence

  • Prior to the Effective Time, Stockholder --------------------- hereby agrees to execute and deliver to Household a Rule 145 Affiliate Agreement, substantially in the form of Exhibit A to the Merger Agreement.

  • The Company 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 6.04 to execute a written agreement (each, a "Rule 145 Affiliate Agreement"), substantially in the form attached hereto as Exhibit C, at least 15 days prior to the Effective Time.

  • Notwithstanding anything to the contrary contained in this Agreement, ASC shall be entitled to withhold, or to instruct the exchange agent to withhold, certificates representing ASC Common Shares to be received by any such stockholder, until such time as ASC has received a duly executed and delivered Rule 145 Affiliate Agreement from such Stockholder.

  • Private customers have different needs in terms of consumer protection than larger businesses; life products with an investment element are typically more complex than general personal lines products.

  • CompCore has delivered or caused to be delivered to Xxxxx from each of the Affiliates of CompCore an executed Affiliate Agreement by which such Affiliate of CompCore has agreed to comply with the applicable requirements of Rule 145 ("Affiliate Agreement").

  • Parent and Merger Sub will be entitled to place appropriate legends on the certificates evidencing any Parent Common Stock to be received by a Rule 145 Affiliate pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for Parent Common Stock, consistent with the terms of each Rule 145 Affiliate Agreement.

  • Notwithstanding the foregoing, certificates representing Company Common Stock surrendered for exchange by any Person constituting a "Rule 145 Affiliate" of the Company for purposes of Section 7.14 shall not be exchanged until Parent has received a Rule 145 Affiliate Agreement (as defined in Section 7.14) as provided in Section 7.14.

  • The Company shall use its reasonable best efforts to cause each Person who is identified as a Rule 145 Affiliate in such list to deliver to Parent on or prior to the 30th day prior to the Effective Time, a written agreement, in the form attached hereto as Exhibit D (a "Rule 145 Affiliate Agreement").

  • The plan is to prepare a set of plans to shelve and allow construction to repair as time permits.

  • The Parent shall have received from each Rule 145 Affiliate of the Company an executed copy of a Rule 145 Affiliate Agreement as contemplated by Section 5.21.


More Definitions of Rule 145 Affiliate Agreement

Rule 145 Affiliate Agreement shall have the meaning set forth in SECTION 6.14.
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Rule 145 Affiliate Agreement is defined in Section 5.16.
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Related to Rule 145 Affiliate Agreement

  • Affiliate Agreement has the meaning set forth in Section 3.21.

  • Affiliate Agreements has the meaning specified in Section 4.12(a)(vi).

  • Business Associate Agreement means an agreement between DSHS and a contractor who is receiving Data covered under the Privacy and Security Rules of the Health Insurance Portability and Accountability Act of 1996. The agreement establishes permitted and required uses and disclosures of protected health information (PHI) in accordance with HIPAA requirements and provides obligations for business associates to safeguard the information.

  • Mandate Agreement means the mandate agreement entered into, on or about the date hereof between the Representative of the Covered Bondholders and the Guarantor.

  • Issuer-ICSDs Agreement means the agreement entered into between the Issuer and each of the ICSDs;

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors and each holder of Common Stock and Common Stock Equivalents holding, on a fully diluted basis, more than 5% of the Company’s issued and outstanding Common Stock, in the form of Exhibit A attached hereto.

  • SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors, officers and 5% stockholders of the Company, in the form of Exhibit C attached hereto.

  • Change in Control Agreement means a written Change in Control Agreement between an employee and the Company or an Affiliate.

  • Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;

  • netting arrangement means an arrangement under which a number of claims or obligations can be converted into a single net claim, including close-out netting arrangements under which, on the occurrence of an enforcement event (however or wherever defined) the obligations of the parties are accelerated so as to become immediately due or are terminated, and in either case are converted into or replaced by a single net claim, including ‘close-out netting provisions’ as defined in point (n)(i) of Article 2(1) of Directive 2002/47/EC and ‘netting’ as defined in point (k) of Article 2 of Directive 98/26/EC;

  • Rule 145 means Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Parent Material Contract has the meaning set forth in Section 4.20(a).

  • Material Indebtedness Agreement means any agreement under which any Material Indebtedness was created or is governed or which provides for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).

  • Company Contract means any Contract: (a) to which the Company is a party; (b) by which the Company or any of its assets is or may become bound or under which the Company has, or may become subject to, any obligation; or (c) under which the Company has or may acquire any right or interest.

  • Issuer Agreement shall have the meaning set forth in Section 4.09.

  • Key Sub-Contract means each Sub-Contract with a Key Sub-Contractor;

  • Affiliate Contracts shall have the meaning set forth in Section 4.11(b).

  • Affiliate Contract means any contract or agreement between the Company or any of its Subsidiaries (including the Partnership Group), on the one hand, and any Member or Members or any Affiliate or Affiliates of Members, on the other hand.

  • Company IP Contract means any Contract to which the Company is a party or by which the Company is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Company IP or any Intellectual Property developed by, with, or for the Company.

  • Permitted Lock-Up Agreement means an agreement between a Person and one or more holders of Voting Shares pursuant to which such holders (each a “Locked-Up Person”) agree to deposit or tender Voting Shares to a Take-Over Bid (the “Lock-Up Bid”) made or to be made by such Person or any of such Person’s Affiliates or Associates or any other Person with which such Person is acting jointly or in concert, provided that:

  • Servicing Arrangement is defined in Section 11.06(b).

  • Affiliate Subordination Agreement means an Affiliate Subordination Agreement substantially in the form of Exhibit C pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

  • Company SEC Documents has the meaning set forth in Section 3.5(a).