Common use of Agreement of Affiliates Clause in Contracts

Agreement of Affiliates. TARGET has Previously Disclosed all ----------------------- Persons whom it reasonably believes are "affiliates" of TARGET for purposes of Rule 145 under the 1933 Act. TARGET shall use its reasonable efforts to cause each such Person to deliver to PURCHASER not later than thirty (30) days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 1 hereto, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of TARGET Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of PURCHASER Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. Regardless of whether each such affiliate has provided the written agreement referred to in this Section, PURCHASER shall be entitled to place restrictive legends upon certificates for shares of PURCHASER Common Stock issued to affiliates of TARGET pursuant to this Agreement to enforce the provisions of this Section.

Agreement of Affiliates. TARGET has Previously Disclosed all ----------------------- Persons whom it reasonably believes are "affiliates" of TARGET for purposes of Rule 145 under the 1933 Act. TARGET shall use its reasonable best efforts to cause each such Person to deliver to PURCHASER not later than thirty (30) days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 1 B hereto, providing that such Person will not sell, pledge, transfer, transfer or --------- otherwise dispose of the shares of TARGET Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of PURCHASER Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. Regardless of whether each such affiliate has provided the written agreement referred to in this Section, PURCHASER shall be entitled to place restrictive legends upon certificates for shares of PURCHASER Common Stock issued to affiliates of TARGET pursuant to this Agreement to enforce the provisions of this Section.

Agreement of Affiliates. TARGET has Previously Disclosed all ----------------------- Persons whom it reasonably believes are "affiliates" of TARGET for purposes of Rule 145 under the 1933 Act. TARGET shall use its reasonable efforts to cause each such Person to deliver to PURCHASER not later than thirty (30) days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 1 hereto, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of TARGET Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of PURCHASER Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. Regardless of whether each such affiliate has provided the written agreement referred to in this Section, PURCHASER shall be entitled to place restrictive legends upon certificates for shares of PURCHASER Common Stock issued to affiliates of TARGET pursuant to this Agreement to enforce the provisions of this Section. PURCHASER shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of PURCHASER Common Stock by such affiliates, except as may be expressly set forth herein.

Agreement of Affiliates. TARGET Target has Previously Disclosed ----------------------- all ----------------------- Persons whom it reasonably believes are "affiliates" of TARGET Target for purposes of Rule 145 under the 1933 Act. TARGET Target shall use its reasonable best efforts to cause each such Person to deliver to PURCHASER Purchaser not later than thirty (30) days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 1 7.10 hereto, providing that such Person will not sell, pledge, transfer, transfer ------------- or otherwise dispose of the shares of TARGET Target Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of PURCHASER Purchaser Common Stock to be received by such Person upon consummation of the Company Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder. Regardless of whether each such affiliate has provided the written agreement referred to in this Section, PURCHASER Purchaser shall be entitled to place restrictive legends upon certificates for shares of PURCHASER Purchaser Common Stock issued to affiliates of TARGET Target pursuant to this Agreement to enforce the provisions of this Section.