Common use of Affiliates of the Company Clause in Contracts

Affiliates of the Company. The Company shall use all reasonable efforts to cause each such person 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, not less than 30 days prior to the date of the Company Stockholders Meeting, the written undertakings in the form attached 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 Common Stock to be received by (i) any such affiliate of the Company specified in such letter or (ii) any Person that Parent reasonably identifies (by written notice to the Company) as being a Person that may be deemed an affiliate, pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the shares of Parent Common Stock, consistent with the terms of the Company Affiliate Letters, regardless of whether such Person has executed a 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 (NCS Healthcare Inc)

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Affiliates of the Company. The Company shall use all its reasonable best efforts to cause each such person that who may be at the Effective Time or was on date of the date hereof Company Stockholders Meeting an "affiliate" of the Company for purposes of Rule 145 under the Securities Act to execute and deliver to Parent, not less than 30 days Parent at or prior to the date of the Company Stockholders Meeting, Closing the written undertakings in the form attached to this Agreement hereto as Exhibit B A (the a "COMPANY AFFILIATE LETTERCompany Affiliate Letter"). No later than 45 10 days prior to such datethe Closing, 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 persons or entities who, in the Company's opinion, may be deemed to be affiliates "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 Common Stock to be received by (i) any such affiliate "affiliate" of the Company specified in such letter or (ii) any Person that Parent reasonably identifies (by written notice to the Company) as being a Person that may be deemed an affiliate, pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the shares of Parent Common Stock, consistent with the terms of the Company Affiliate LettersLetter, regardless of whether such Person person has executed a the Company Affiliate Letter and regardless of whether such Person's name appears on the letter to be delivered pursuant to the preceding sentenceLetter.

Appears in 1 contract

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

Affiliates of the Company. The Company shall use all reasonable efforts to cause each such person 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, not less than 30 days prior to the date of the Company Stockholders Meeting, the written undertakings in the form attached to this Agreement as Exhibit B (the "COMPANY AFFILIATE LETTERCompany 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 Common Stock to be received by (i) any such affiliate of the Company specified in such letter or (ii) any Person that Parent reasonably identifies (by written notice to the Company) as being a Person that may be deemed an affiliate, pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the shares of Parent Common Stock, consistent with the terms of the Company Affiliate Letters, regardless of whether such Person has executed a 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 (Genesis Health Ventures Inc /Pa)

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Affiliates of the Company. The Company shall use all its reasonable best efforts to cause each such person that who may be at the Effective Time or was on date of the date hereof Company Stockholders Meeting an "affiliate" of the Company for purposes of Rule 145 under the Securities Act to execute and deliver to Parent, not less than 30 days Parent at or prior to the date of the Company Stockholders Meeting, Closing the written undertakings in the form attached to this Agreement hereto as Exhibit B A (the a "COMPANY AFFILIATE LETTERCompany Affiliate Letter"). No later than 45 10 days prior to such datethe Closing, 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 persons or entities who, in the Company's opinion, may be deemed to be affiliates "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 Common Stock to be received by (i) any such affiliate "affiliate" of the Company specified in such letter or (ii) any Person that Parent reasonably identifies (by written notice to the Company) as being a Person that may be deemed an affiliate, pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the shares of Parent Common Stock, consistent with the terms of the Company Affiliate LettersLetter, regardless of whether such Person person has executed a the Company Affiliate Letter and regardless of whether such Person's name appears on the letter to be delivered pursuant to the preceding sentence.Letter. 6.6

Appears in 1 contract

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

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