Common use of Affiliates of the Company Clause in Contracts

Affiliates of the Company. The Company shall use all reasonable efforts to cause each person listed in Section 5.3(e) of the Company Disclosure Schedule and each additional person, if any, who may be at the Effective Time an "affiliate" of the Company for purposes of Rule 145 under the Securities Act to execute and deliver to Parent no less than 30 days prior to the date of the Company Stockholders Meeting, the written undertakings in the form attached hereto as Exhibit B (the "Company Affiliate Letter"). The foregoing notwithstanding, Parent shall be entitled to place legends as specified in the Company Affiliate Letter on the certificates evidencing any of the shares of Parent Class A Common Stock to be received by (i) any such "affiliate" of the Company specified in such letter or (ii) any person Parent reasonably identifies (by written notice to the Company) as being a person who may be deemed an "affiliate" for purposes of Rule 145 under the Securities Act, pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the shares of Parent Class A Common Stock, consistent with the terms of the Company Affiliate Letter, regardless of whether such person has executed the Company Affiliate Letter and regardless of whether such person's name appears on the letter to be delivered pursuant to the preceding sentence.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Xicor Inc), Agreement and Plan of Merger (Elantec Semiconductor Inc)

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Affiliates of the Company. The Company shall use all reasonable efforts to cause each person listed in Section 5.3(e) of the Company Disclosure Schedule and each additional person, if any, who may be at the Effective Time an "affiliate" of the Company for purposes of Rule 145 under the Securities Act to execute and deliver to Parent no less than 30 days prior to the date of the Company Stockholders Meeting, the written undertakings in the form attached hereto as Exhibit B (the "Company Affiliate Letter"). The foregoing notwithstanding, Parent shall be entitled to place legends as specified in the Company Affiliate Letter on the certificates evidencing any of the shares of Parent Class A Common Stock to be received by (i) any such "affiliate" of the Company specified in such letter or (ii) any person Parent reasonably identifies (by written notice to the Company) as being a person who may be deemed an "affiliate" for purposes of Rule 145 under the Securities Act, pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the shares of Parent Class A Common Stock, consistent with the terms of the Company Affiliate Letter, regardless of whether such person has executed the Company Affiliate Letter and regardless of whether such person's ’s name appears on the letter to be delivered pursuant to the preceding sentence.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (Intersil Corp/De)

Affiliates of the Company. The Company shall use all ------------------------- reasonable efforts to cause each person listed in Section 5.3(e) of the Company Disclosure Schedule and each additional person, if any, who may be at the Effective Time an "affiliate" of the Company for purposes of Rule 145 under the Securities Act to execute and deliver to Parent no less than 30 days prior to the date of the Company Stockholders Meeting, the written undertakings in the form attached hereto as Exhibit B (the "Company Affiliate Letter"). The --------- ------------------------ foregoing notwithstanding, Parent shall be entitled to place legends as specified in the Company Affiliate Letter on the certificates evidencing any of the shares of Parent Class A Common Stock to be received by (i) any such "affiliate" of the Company specified in such letter or (ii) any person Parent reasonably identifies (by written notice to the Company) as being a person who may be deemed an "affiliate" for purposes of Rule 145 under the Securities Act, pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the shares of Parent Class A Common Stock, consistent with the terms of the Company Affiliate Letter, regardless of whether such person has executed the Company Affiliate Letter and regardless of whether such person's name appears on the letter to be delivered pursuant to the preceding sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intersil Corp/De)

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Affiliates of the Company. The Company shall use all reasonable efforts to cause each such person listed in Section 5.3(e) of the Company Disclosure Schedule and each additional person, if any, who that may be at the Effective Time or was on the date hereof an "affiliate" of the Company for purposes of Rule 145 under the Securities Act to execute and deliver to Parent no Parent, not less than 30 days prior to the date of the Company Stockholders Meeting, the written undertakings in the form attached hereto to this Agreement as Exhibit B (the "Company Affiliate Letter"). No later than 45 days prior to such date, the Company, after consultation with its outside counsel, shall provide Parent with a letter (reasonably satisfactory to outside counsel to Parent) specifying all of the Persons who, in the Company's opinion, may be deemed to be affiliates of the Company under the preceding sentence. The foregoing notwithstanding, Parent shall be entitled to place legends as specified in the Company Affiliate Letter on the certificates evidencing any of the shares of Parent Class A Common Stock to be received by (i) any such "affiliate" affiliate of the Company specified in such letter or (ii) any person Person that Parent reasonably identifies (by written notice to the Company) as being a person who Person that may be deemed an "affiliate" for purposes of Rule 145 under the Securities Act, pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the shares of Parent Class A Common Stock, consistent with the terms of the Company Affiliate LetterLetters, regardless of whether such person Person has executed the a Company Affiliate Letter and regardless of whether such personPerson's name appears on the letter to be delivered pursuant to the preceding sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genesis Health Ventures Inc /Pa)

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