Common use of Affiliate Letters Clause in Contracts

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).

Appears in 3 contracts

Samples: Rights Agreement (Long Island Bancorp Inc), Astoria Financial Corp, Astoria Financial Corp

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Affiliate Letters. Promptly, but in any event within two weeks after the execution and delivery of this Agreement, LISB JSB shall deliver to AFC NFB a letter identifying all persons who, to the knowledge of LISBJSB, may be deemed to be "affiliates" of LISB JSB under Rule 145 of the 1933 Securities Act and the pooling-of-interests accounting rules, including, without limitation, all directors and executive officers of LISBJSB. Within two weeks after delivery of such letter, together with JSB shall deliver executed letter agreements, each substantially in the form of attached hereto as Exhibit 4.11(a)B, executed by each such person so identified as an affiliate of LISB JSB agreeing (i) to comply with Rule 145 and 145, (ii) to refrain from transferring shares as required by the "pooling-of-interests" 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)JSB Stockholders Meeting. Within two four weeks after the date hereof, AFC NFB shall cause its directors and executive officers to enter into letter agreements agreements, in the form of attached hereto as Exhibit 4.11(b) C, with AFC NFB concerning the pooling-of-interests accounting rules. AFC NFB hereby agrees to publish, or file a Form 8-K, Form 10-K or Form 10-Q containing containing, financial results covering at least 30 days of post-Merger combined operations of AFC NFB and LISB JSB as soon as practicable (practicable, but in no event later than 30 days) days following the close end of the first calendar month ending at least 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)connection with the pooling-of-interests accounting rules contained therein.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (North Fork Bancorporation Inc), Agreement and Plan of Merger (North Fork Bancorporation Inc), Agreement and Plan of Merger (JSB Financial Inc)

Affiliate Letters. Promptly, but in any event within ----------------- two weeks after the execution and delivery of this Agreement, LISB TRFC shall deliver to AFC RBI a letter identifying all persons who, to the knowledge of LISBTRFC, may be deemed to be "affiliates" of LISB TRFC under Rule 145 of the 1933 Securities Act and the pooling-of-interests accounting rules, including, without limitation, all directors and executive officers of LISBTRFC. Within two weeks after delivery of such letter, together with TRFC shall deliver executed letter agreements, each substantially in the form of attached hereto as Exhibit 4.11(a)B, executed by each such person so identified as an affiliate of LISB TRFC agreeing (i) to comply with Rule 145 and 145, (ii) to refrain from transferring shares as required by the "pooling-of-interests" 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)TRFC Stockholders Meeting. Within two weeks after the date hereof, AFC RBI shall cause its directors and executive officers to enter into letter agreements agreements, in the form of attached hereto as Exhibit 4.11(b) C, with AFC RBI concerning the pooling-of-of- interests accounting rules. AFC RBI hereby agrees to publish, or file a Form 8-K, Form 10-K or Form 10-Q containing containing, financial results covering at least 30 days of post-Merger combined operations of AFC RBI and LISB TRFC as soon as practicable (practicable, but in RBI shall use its best efforts to publish 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) B and Exhibit 4.11(b)C attached hereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Roslyn Bancorp Inc)

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Affiliate Letters. Promptly, but in any event within two weeks after the execution and delivery of this Agreement, LISB TRFC shall deliver to AFC RBI a letter identifying all persons who, to the knowledge of LISBTRFC, may be deemed to be "affiliates" of LISB TRFC under Rule 145 of the 1933 Securities Act and the pooling-of-interests accounting rules, including, without limitation, all directors and executive officers of LISBTRFC. Within two weeks after delivery of such letter, together with TRFC shall deliver executed letter agreements, each substantially in the form of attached hereto as Exhibit 4.11(a)B, executed by each such person so identified as an affiliate of LISB TRFC agreeing (i) to comply with Rule 145 and 145, (ii) to refrain from transferring shares as required by the "pooling-of-interests" 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)TRFC Stockholders Meeting. Within two weeks after the date hereof, AFC RBI shall cause its directors and executive officers to enter into letter agreements agreements, in the form of attached hereto as Exhibit 4.11(b) C, with AFC RBI concerning the pooling-of-interests accounting rules. AFC RBI hereby agrees to publish, or file a Form 8-K, Form 10-K or Form 10-Q containing containing, financial results covering at least 30 days of post-Merger combined operations of AFC RBI and LISB TRFC as soon as practicable (practicable, but in RBI shall use its best efforts to publish 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) B and Exhibit 4.11(b)C attached hereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tr Financial Corp)

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