Affiliates Agreements. Concurrently with the execution of this --------------------- Agreement, GBB shall have received from each person named in the letter or otherwise referred to in Section 6.10 an executed copy of an agreement substantially in the form on Exhibit B hereto. ---------
Affiliates Agreements. The Company will furnish to Zions Bancorp a list of all persons known to the Company who at the date of the Company's special meeting of shareholders to vote upon the transactions contemplated by this Agreement may be deemed to be "affiliates" of the Company within the meaning of Rule 145 under the 1933 Act and for purposes of qualifying the Holding Company Merger for "pooling of interests" accounting treatment. The Company will use its best efforts to cause each such "affiliate" of the Company to deliver to Zions Bancorp not later than thirty days prior to the Effective Date a written agreement providing that such person will not sell, pledge, transfer or otherwise dispose of (a) the shares of Company Common Stock beneficially owned by such person, or the shares of Zions Bancorp Stock to be received by such person in the Holding Company Merger (the "Company Merger Shares") or any other shares of Zions Bancorp Stock held by such person during the period commencing thirty days prior to the Effective Date and ending at such time as financial results covering at least thirty days of post-Holding Company Merger combined operations have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies or (b) the Company Merger Shares except in compliance with the applicable provisions of the 1933 Act and the rules and regulations thereunder.
Affiliates Agreements. FNB shall have received from each affiliate of Promistar the affiliates letter referred to in Section 8.12 of this Agreement, to the extent necessary to assure in the reasonable judgment of FNB that the transactions contemplated hereby will qualify for pooling-of-interests accounting treatment.
Affiliates Agreements. Dachis shall enter into, and Dachis shall use his best efforts to ensure that each person who is or may be an "affiliate" of Company within the meaning of Rule 145 promulgated under the Securities Act including the Trust, shall enter into the Affiliate Agreements.
Affiliates Agreements. Respironics shall have received from each of the persons identified by Healthdyne pursuant to Section 6.4(a) hereof an executed counterpart of an affiliate's agreement in the form contemplated by such Section.
Affiliates Agreements. PSS shall have received from each affiliate of GSMS and each affiliate of PSS the affiliates letters referred to in Section 8.11.
Affiliates Agreements. Vaxcel shall have received from each affiliate of Zynaxis the affiliates letter referred to in Section 8.13.
Affiliates Agreements. 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, an “affiliate” of the Company for purposes of Rule 145 under the Securities Act. The Company shall use its commercially reasonable efforts to deliver or cause to be delivered to Parent, prior to the Effective Time, an affiliate agreement in the form attached hereto as Exhibit C (an ”Affiliate Agreement”), executed by each of the affiliates of the Company identified in the foregoing letter and any person who shall, to the knowledge of the Company, have become an affiliate of the Company subsequent to the delivery of such list. The foregoing notwithstanding, Parent shall be entitled to place legends as specified in the Affiliate Agreement on the certificates evidencing any of the Parent Common Shares to be received by any such affiliate, and to issue stop transfer instructions to the transfer agent for Parent Common Shares, consistent with the term of the Affiliate Agreement, regardless of whether such affiliate has executed the Affiliate Agreement.
Affiliates Agreements. FLAG shall have received from each affiliate of XXXXX BANK the affiliates letter referred to in Section 8.12 and Exhibit 1.
Affiliates Agreements. NCBC shall have received from each affiliate of PBI the affiliates letter referred to in Section 7.12 of this Agreement, to the extent necessary to assure in the reasonable judgment of NCBC that the transactions contemplated hereby will qualify for pooling-of-interests accounting treatment.
