Common use of Affiliates Clause in Contracts

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who are, at the time this Agreement is submitted for approval to the stockholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying identify ing all persons who arewere, at the time this Agreement is submitted for approval to the stockholders date of the CompanyCompany Stockholders Meeting, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable its best efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.B.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who areare expected by the Company to be, at the time this Agreement is submitted for approval to the stockholders date of the CompanyParent Stockholders Meeting, "“affiliates" ” of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use its reasonable efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.D.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who are, at the time this Agreement is submitted for approval to the stockholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable its best efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement agreement, substantially in the form attached hereto as Exhibit A.5.07 hereto.

Affiliates. (a) Prior to the Closing Date, the The Company shall deliver to Parent a letter identifying all persons who are, at on the time this Agreement is submitted for approval to the stockholders of the Companydate hereof, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use its reasonable best efforts to cause each such person Person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.A hereto.

Affiliates. (a) Prior to the Closing Date, the Company Companies shall deliver to Parent a letter identifying all persons who are, at the time this Agreement is executed and, if applicable, at the time this Agreement is submitted for approval to the stockholders of the CompanyCompanies, "affiliates" of the either Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company Companies shall use reasonable efforts to cause each such person to deliver to Parent with respect to each such "affiliate" on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.B hereto.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who areare expected by the Company to be, at the time this Agreement is submitted for approval to the stockholders date of the CompanyParent Stockholders Meeting, "“affiliates" ” of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use its reasonable efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form of Exhibit F attached hereto as Exhibit A.(the “Affiliate Letters”).

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who are, in the Company's reasonable judgment, at the time this Agreement is submitted for approval and adoption to the stockholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use its reasonable efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.A hereto.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver cause to be delivered to Parent a letter identifying identifying, to the best of the Company's knowledge, all persons who are, at the time this Agreement is submitted for approval to the stockholders of the CompanyCompany Shareholder Meeting described in Section 5.03(a), deemed to be "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act1933 Act (the "Affiliates"). The Company shall use its reasonable best efforts to cause each such person who is so identified as an Affiliate to deliver to Parent on or prior to the Closing Date a written letter agreement substantially in the form attached hereto as of Exhibit A.C to this Agreement.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who areare expected by the Company to be, at the time this Agreement is submitted for approval to the stockholders of the Company, "affiliates" date of the Company (including all directors Shareholders Meeting, “affiliates” of the Company) Company for purposes of Rule 145 under the Securities Act. The Company shall use reasonable best efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.C.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who are, at on the time this Agreement is submitted record date established for approval to the stockholders of the CompanyStockholders Meeting, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use its reasonable best efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.4.6 hereto. Section 4.7

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons Persons who arewere, at the time this Agreement is submitted for approval to the stockholders of the Company, "affiliates" date of the Company (including all directors Stockholders Meeting, “affiliates” of the Company) Company for purposes of Rule 145 under the Securities Act. The Company shall use its commercially reasonable efforts to cause each such person Person to deliver to Parent on or prior to the Closing Date a written an agreement substantially in the form attached hereto set forth in Section 6.12 of the Company Disclosure Letter relating to such Person’s status as Exhibit A.an affiliate of the Company for such purposes.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to ---------- Parent a letter identifying all persons who are, at the time this Agreement is submitted for approval to the stockholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable its best efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.A hereto.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who are, at the time this Agreement is submitted for approval to the stockholders shareholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.B hereto.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who are, at the time this Agreement is submitted for approval to the stockholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable its best efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.A hereto.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who are, at the time this Agreement is submitted for approval to the stockholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use its reasonable best efforts to cause each such person to deliver to Parent on or prior to the Closing Date a 52 written agreement substantially in the form attached hereto as Exhibit A.C hereto.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who are, at the time this Agreement is submitted for approval to the stockholders shareholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable best efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.

Affiliates. (a) Prior to the Closing Date, the Company shall ---------- deliver to Parent a letter identifying all persons who are, at on the time this Agreement is submitted record date established for approval to the stockholders of the CompanyConsent Solicitation Statement/Prospectus, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use its reasonable best efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.4.5 hereto.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who are, at the time this Agreement is submitted for approval to the stockholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable efforts to cause each such person to deliver to Parent with respect to each such "affiliate" on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.A hereto.

Affiliates. (a) Prior to the Closing Date, the Company ---------- shall deliver to Parent a letter identifying all persons who are, at the time this Agreement is submitted for approval to the stockholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable efforts to cause each such person to deliver to Parent with respect to each such "affiliate" on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.A hereto.

Affiliates. (a) Prior to the Closing DateClosing, the Company shall deliver to Parent a letter identifying all persons who arewho, at the time this Agreement is submitted for approval to the stockholders knowledge of the Company, "affiliates" were, at the date of the Company (including all directors Stockholders Meeting, “affiliates” of the Company) Company for purposes of Rule 145 under the Securities Act. The Company shall use all reasonable efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who aremay reasonably be deemed, at the time this Agreement is submitted for approval to the stockholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use its reasonable commercial efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.C hereto.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who are, at the time this Agreement is submitted for approval to the stockholders of the CompanyShareholders, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable its best efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.B hereto.

Affiliates. (a) Prior to the Closing Date, the Company shall use its reasonable efforts to deliver to Parent a letter identifying all persons who are, at the time this Agreement is submitted for approval to the stockholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.Annex B. 58 SECTION 7.11

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who are, at the time this Agreement is submitted for approval to the stockholders shareholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable its best efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.A. 55

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who arePersons that, to Company's knowledge, are at the time this Agreement is submitted for approval to adoption by the stockholders of the CompanyCompany Common Stockholders, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use its reasonable best efforts to cause each such person Person to deliver to Parent on or prior to the Closing Date a written agreement substantially containing customary and reasonable terms and conditions relating to resales by such affiliates of Parent Common Stock acquired in the form attached hereto as Exhibit A.Merger.

Affiliates. (a) Prior to the Closing Date, the Company shall use its reasonable efforts to deliver to Parent a letter identifying all persons who are, at the time this Agreement is submitted for approval to the stockholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to ---------- Parent a letter identifying all persons who arePersons that, to Company's knowledge, are at the time this Agreement is submitted for approval to adoption by the stockholders of the CompanyCompany Common Stockholders, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use its reasonable best efforts to cause each such person Person to deliver to Parent on or prior to the Closing Date a written agreement substantially containing customary and reasonable terms and conditions relating to resales by such affiliates of Parent Common Stock acquired in the form attached hereto as Exhibit A.Merger.

Affiliates. (a) Prior to the Closing DateClosing, the Company shall deliver to Parent a letter identifying all persons who arewho, to the knowledge of the Company, were, at the time this Agreement is submitted for approval to the stockholders date of the CompanyCompany Stockholders Meeting, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use all reasonable efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who are, at the time this Agreement is submitted for approval to the stockholders shareholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities ActAct or (if the Company shall have caused to be delivered to Parent the letters referred to in Section 5.2(c)) for purposes of qualifying the Merger for pooling of interests accounting treatment under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations. The Company shall use its reasonable best efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.C hereto.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who aremay be deemed, in the Company's reasonable judgment, at the time this Agreement is submitted for approval and adoption to the stockholders shareholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use its reasonable efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.D hereto.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who areare expected by the Company to be, at the time this Agreement is submitted for approval to the stockholders date of the CompanyParent Stockholders Meeting, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use its reasonable efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.D.

Affiliates. (a) Prior to the Closing Date, the Company shall ---------- deliver to Parent a letter identifying all persons Persons who are, at the time this Agreement is submitted for approval to the stockholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable efforts to cause each such person Person to deliver to Parent and Magellan on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.B.

Affiliates. (a) Prior to the Closing Date, the Company shall use its reasonable efforts to deliver to Parent a letter identifying all persons who are, at the time this Agreement is submitted for approval to the stockholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.Annex B.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying identify- ing all persons who are, at the time this Agreement is submitted for approval to the stockholders shareholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable its best efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who are, in the Company's reasonable judgment, at the time this Agreement is submitted for approval to the stockholders of the Company, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities ActAct or for purposes of qualifying the Merger for pooling of interests accounting treatment under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations. The Company shall use its reasonable efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.A hereto.

Affiliates. (a) Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who areare expected by the Company to be, at the time this Agreement is submitted for approval to the stockholders date of the CompanyCompany Shareholders Meeting, "affiliates" of the Company (including all directors of the Company) for purposes of Rule 145 under the Securities Act. The Company shall use reasonable best efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit A.C.