Affiliate Letters. Each Shareholder agrees to execute an affiliate agreement in substantially the form attached as Exhibit B to the Merger Agreement, as soon as practicable after the date hereof.
Affiliate Letters. The Company shall have received the Brekford Affiliate Letters required by Section 7.14, duly executed by each “affiliate” of Brekford;
Affiliate Letters. Promptly, but in any event within two weeks after the execution and delivery of this Agreement, LISB shall deliver to AFC a letter identifying all persons who, to the knowledge of LISB, may be deemed to be "affiliates" of LISB under Rule 145 of the 1933 Act and the pooling-of-interests accounting rules, including, without limitation, all directors and executive officers of LISB, together with executed letter agreements, each substantially in the form of Exhibit 4.11(a), executed by each such person so identified as an affiliate of LISB agreeing (i) to comply with Rule 145 and (ii) to refrain from transferring shares as required by the "pooling-of-interests" accounting rules and (iii) to be present in person or by proxy and vote in favor of the Merger at the Shareholders Meeting as provided in Exhibit 4.11(a). Within two weeks after the date hereof, AFC shall cause its directors and executive officers to enter into letter agreements in the form of Exhibit 4.11(b) with AFC concerning the pooling-of-interests accounting rules. AFC agrees to publish, or file a Form 8-K, Form 10-K or Form 10-Q containing financial results covering at least 30 days of post-Merger combined operations of AFC and LISB as soon as practicable (but in no event later than 30 days) following the close of the first calendar month ending 30 days after the Effective Time, in form and substance sufficient to remove the restrictions set forth in paragraph "B" of each of Exhibit 4.11(a) and Exhibit 4.11(b).
Affiliate Letters. The Parent shall have received the Affiliate Letters referred to in Section 5.9 hereof.
Affiliate Letters. Company shall use its best efforts to obtain and deliver prior to the Effective Date of the Merger signed representations substantially in the form attached hereto as Exhibit B to Xxxxx Fargo by each executive officer, director or shareholder of Company who may reasonably be deemed an “affiliate” of Company within the meaning of such term as used in Rule 145 under the Securities Act.
Affiliate Letters. The Company shall, promptly after the date hereof and prior to the mailing of the Joint Proxy/Prospectus, deliver to Parent a list setting forth the names of all persons the Company expects to be, at the time of the Company Stockholders’ Meeting, “affiliates” of the Company for purposes of Rule 145 under the Securities Act. The Company shall furnish such information and documents as Parent may reasonably request for the purpose of reviewing the list. The Company shall use commercially reasonable efforts to cause each person who is identified as an affiliate in the list furnished or supplemented pursuant to this Section 6.12 to execute a written agreement prior to the Closing Date in substantially the form of Exhibit 6.12 hereto.
Affiliate Letters. As promptly as practicable, the Company shall deliver to Parent a letter identifying all persons who are at the time this Agreement is submitted for adoption by the stockholders of the Company, "affiliates" of the Company for purposes of Rule 145 under the Securities Act. The Company shall use all reasonable efforts to deliver or cause to be delivered to Parent, prior to the expiration of the Offer, an Affiliate Letter in a customary form for transactions of this type.
Affiliate Letters. Section 4.22 of the Company's Disclosure Schedule contains a true and complete list of all Persons who, as of the date hereof, to the Knowledge of the Company, may be deemed to be Affiliates of the Company, excluding all its Subsidiaries but including all directors and executive officers of the Company.
Affiliate Letters. Prior to the mailing of the Joint Proxy Statement/Prospectus, the Company shall deliver to Parent a list of names and addresses of those Persons, that to the knowledge of the Company, are or may be deemed to be as of the time of the Company Shareholders' Meeting "affiliates" of the Company within the meaning of Rule 145 under the Securities Act and who own Company Common Stock. There shall be added to such list the names and addresses of any other Person subsequently identified by either Parent or the Company, as the case may be (unless, in the case of Parent, an opinion of outside counsel to the Company reasonably acceptable to Parent is provided to Parent that such Person is not an affiliate), as a Person who may be deemed to be such an affiliate; provided, however, that no such Person identified by Parent or the Company, as the case may be, shall remain on such list of affiliates if Parent or the Company, as the case may be, shall receive from the other party, on or before the date of the Company Shareholders' Meeting, an opinion of outside counsel reasonably satisfactory to Parent to the effect that such Person is not such an affiliate. The Company shall use reasonable best efforts to deliver or cause to be delivered to the other party, prior to the date of the Company Shareholders' Meeting, from each such affiliate identified in the foregoing lists (as the same may be supplemented as aforesaid) a letter dated as of the Company Shareholders' Meeting in the form attached as Annex C hereto (collectively, the "Affiliate Letter"). Parent shall not be required to maintain the effectiveness of the S-4 Registration Statement or any other registration statement under the Securities Act for the purposes of resale of Parent Common Stock by such affiliates received in the Merger.
Affiliate Letters. Newco shall have received the agreements referred to in Section 6.11.
