Rule 145 Affiliates definition
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 has the meaning specified in Section 4.9. "S-4" means the Registration Statement on Form S-4 to be filed by Newco in connection with the issuance of Newco Common Stock pursuant to the Midland Merger. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933. "Subsidiary" (and correlatives thereof) means, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, of which (a) such Person or any other Subsidiary of such Person is a general partner or (b) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is, directly or indirectly, owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and any one or more of its Subsidiaries. "Tax" (and, with correlative meaning, "Taxes") has the meaning specified in Section 3.1(k). "Tax Returns" has the meaning specified in Section 3.1(k). "TBCA" means the Texas Business Corporation Act, as amended. "Termination Agreement" has the meaning specified in Section 4.17. "Texas Secretary of State" means the Secretary of State of the State of Texas. "Third-Party Consent" means the consent or approval of any Person other than Vista, Midland, Newco, Merger Sub, or any of their respective Subsidiaries, or any Governmental Entity. "Vista" means Vista Resources Partners, L.P., a Texas limited partnership. "Vista Acquisition Proposal" has the meaning specified in Section 4.4(b). "Vista Benefit Program or Agreement" has the meaning specified in Section 3.2(l). "Vista Disclosure Schedule" means the Vista Disclosure Schedule attached hereto and any documents listed on such Vista Disclosure Schedule and expressly incorporated therein by reference, true and correct copies of which have been delivered to Midland. "Vista Engineering Report" means the oil and gas reserve engineering report concerning the Oil and Gas Interests of Vista as of January 1, 1998 prepared by ▇▇▇▇▇▇▇▇▇▇ Petroleum Consultants, Inc., and provided to Midland by or on behalf of Vista. "Vista Exchange" has the meaning specified in the Recitals hereto. "Vista Exchange Agreement" means an Exchange Agreement in the form and substance of Exhibit E hereto. "Vista GP Conversion Stock Number" means 1.60089817, as such number may be changed pursuant to Section 2.8.
Rule 145 Affiliates. As defined in Section 7.8(a).
Rule 145 Affiliates as defined in Section 5.2. SEC: the Securities and Exchange Commission.