Rule 145 Affiliates has the meaning set forth in Section 6.17.
Rule 145 Affiliates means affiliates of the Company within the meaning of Rule 145 promulgated under the Securities Act.
Rule 145 Affiliates shall have the meaning set forth in SECTION 6.14.
Examples of Rule 145 Affiliates in a sentence
Parent shall be entitled to place restrictive legends on any shares of Parent Common Stock received by such Rule 145 Affiliates.
Public Company shall be entitled to place appropriate legends on the certificates evidencing any shares of Public Company Common Stock to be received by Rule 145 Affiliates of Merger Partner in the Merger reflecting the restrictions set forth in Rule 145 promulgated under the Securities Act and to issue appropriate stop transfer instructions to the transfer agent for Public Company Common Stock.
The Company shall notify the Parent in writing regarding any change in the identity of its Rule 145 Affiliates prior to the Closing Date.
Merger Partner shall notify Public Company in writing regarding any change in the identity of its Rule 145 Affiliates prior to the Closing Date.
Newco shall be entitled to place restrictive legends on any shares of Newco Common Stock or Newco Preferred Stock issued (i) to such Rule 145 Affiliates and (ii) to any other Persons who it reasonably believes may be deemed to be “affiliates” of the Company, as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act, pursuant to the Transaction.
More Definitions of Rule 145 Affiliates
Rule 145 Affiliates is defined in Section 5.9.
Rule 145 Affiliates means an affiliate within the meaning of Rule 145 promulgated under the 1933 Act.
Rule 145 Affiliates. Section 5.05 "SEC" -- Section 3.01(c) "Securities Act" -- Section 3.20(b) "Stock Election Shares" -- Section 2.02(a) "Subsidiary" -- Section 3.01(c) "Surviving Corporation" -- Section 1.01 "Tax" -- Section 3.13 "Tax Returns" -- Section 3.13 "Updated ComBanc Disclosure Schedule" -- Section 5.02 -v- AGREEMENT AND PLAN OF MERGER ---------------------------- THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of August 4, 2004, is made and entered into by and among First Defiance Financial Corp., an Ohio corporation ("FDEF"); First Federal Bank of the Midwest, a federal savings bank ("First Federal"); ComBanc, Inc., a Delaware corporation ("ComBanc"); and The Commercial Bank, an Ohio commercial bank ("Commercial Bank").
Rule 145 Affiliates is defined in Section 5.16. “Sarbanes Oxley Act” is defined in Section 3.6(d) . “SEC” is defined in Section 3.5. “Securities Act” means the Securities Act of 1933, as amended. “September 30 10-Q” means the Quarterly Report of the Company on Form 10- Q for the period ended September 30, 2006. “September 30 Contractual Commitments Schedule” is defined in Sec- tion 3.6(g) . “September 30 Unconsolidated Debt Schedule” is defined in Section 3.6(i) . “September 30 Working Capital Schedule” is defined in Section 3.6(f) . “Series B Shares” is defined in Section 3.3(a) . “Series C Shares” is defined in Section 3.3(a) . “Series D Shares” is defined in Section 3.3(a) . “Series E Shares” is defined in Section 3.3(a) . “Series F Shares” is defined in Section 3.3(a) . “Series G Shares” is defined in Section 3.3(a) . “Severance Agreement” is defined in Section 5.9(b) . “Significant Subsidiary” means any Subsidiary of a Person that would constitute a “significant subsidiary” of such Person within the meaning of Rule 1-02 of Regulation S-X of the SEC. “Stock Consideration” is defined in Section 2.1(a)(ii) . “Stock Election” is defined in Section 2.3(a) . “Stock Election Proration Factor” means a fraction (expressed as decimal with five digits to the right of the decimal point) the numerator of which shall be a number equal to the Maximum Holdings Common Share Amount and the denominator of which shall be the ag- gregate number of shares of Holdings Common Stock that would be issued pursuant to all valid Stock Elections made by all holders of Company Common Shares, LP Units and Company Op- tions
Rule 145 Affiliates. WVB shall identify in a letter to Nextel all persons who will be at the Closing Date "affiliates" of WVB, as such term is used in Rule 145 under the Securities Act. WVB shall use all reasonable efforts to cause its affiliates to deliver to Nextel on or prior to the Closing Date a written agreement substantially in the form attached as Exhibit 5.12 (each, an "Affiliate Agreement"). If any affiliate refuses to provide an Affiliate Agreement, Nextel shall, in lieu of receipt of such written agreement, be entitled to place appropriate legends on the certificates evidencing the Nextel Shares to be received by such affiliate pursuant to the terms of this Agreement, and to issue appropriate stock transfer instructions to the transfer agent for Nextel Common Stock to the effect that the Nextel Shares received or to be received by such affiliate pursuant to the terms of this Agreement may only be sold, transferred or otherwise conveyed, and the holder thereof may only reduce his, her or its interest in or risks relating to such shares of Nextel Common Stock, pursuant to an effective registration statement under the Securities Act, in compliance with Rule 145, as amended from time to time, or in a transaction which, in the opinion of legal counsel reasonably satisfactory to Nextel, is exempt from the registration requirements of the Securities Act. The Proxy Statement/Prospectus and the S-4 Registration Statement shall disclose the foregoing in a reasonably prominent manner.
Rule 145 Affiliates. Section 5.05 "Rurban" -- Preamble "Rurban Filed SEC Documents" -- Section 4.11 "Rurban Financial Statements" -- Section 4.07 "Rurban Reference Price" -- Section 11.01(c)(iv) "Rurban SEC Documents" -- Section 4.06 "Rurban Shares" -- Preamble "Rurban Stock Option Plans" -- Section 4.03(a) -vi-
Rule 145 Affiliates as defined in Section 5.2. SEC: the Securities and Exchange Commission.