Agreements of Others. 26 5.8 Authorization for Shares and Stock Exchange Listing......... 27 5.9
Agreements of Others. The Company shall deliver to Parent, no later than 20 days after the date of this Agreement, a letter identifying each person whom the Company reasonably believes is an "affiliate" of the Company for purposes of Rule 145 under the Securities Act. Thereafter and until the date of the Company Stockholder Meeting, the Company shall identify to Parent each additional person whom the Company reasonably believes to have thereafter become an "affiliate." The Company shall use its commercially reasonable efforts to cause each person who is identified as an "affiliate" pursuant to the two immediately preceding sentences to deliver to Parent, prior to the Effective Time, a written agreement, substantially in the form of EXHIBIT A to this Agreement.
Agreements of Others. At least 30 days prior to the Closing Date, -------------------- PanEnergy shall cause to be prepared and delivered to Duke a list identifying all persons who, at the record date for the PanEnergy Stockholders' Meeting, may be deemed to be "affiliates" of PanEnergy as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act (the "Rule 145 Affiliates"). PanEnergy shall use all reasonable efforts to cause each person who is identified as a Rule 145 Affiliate in such list to deliver to Duke, prior to the Closing Date, a written agreement, in substantially the form attached hereto as Exhibit A, that such Rule 145 Affiliate will not sell, pledge, transfer or otherwise dispose of any shares of Duke Common Stock issued to such Rule 145 Affiliate pursuant to the Merger, except pursuant to an effective registration statement or in compliance with Rule 145 or an exemption from the registration requirements of the Securities Act.
Agreements of Others. 64 8.10. Authorization for Shares and Stock Exchange Listings.......................... 65 8.11. Indemnification; Directors' and Officers' Insurance 65 8.12. Public Announcements............................... 66 8.13.
Agreements of Others. No later than five days prior to the day on which the meeting of stockholders of Camco to approve the Merger is held, Camco shall use its best efforts to cause each person who STC reasonably believes to be an affiliate of Camco within the meaning of Rule 145 of the General Rules and Regulations of the SEC under the Securities Act, after consultation with Camco and its legal counsel, to deliver (a) a written agreement, in the form to be approved by STC and Camco, that such persons will not sell, pledge, transfer or otherwise dispose of any shares of Schlumberger Common Stock issued to such persons pursuant to the Merger or any other shares of Schlumberger Common Stock that such persons control the disposition of, except pursuant to an effective registration statement or in compliance with Rule 145 or an exemption from the registration requirements of the Securities Act and (b) a written agreement, in the form to be approved by STC and Camco, that such persons will not sell or in any other way reduce his or her risk relative to any shares of Schlumberger Common Stock received in the Merger (within the meaning of Section 201.01 of the SEC's Financial Reporting Release No. 1), until such time as financial results (including combined sales and net income) covering at least 30 days of post- merger operations have been published, except as permitted by Staff Accounting Bulletin No. 76 (or any successor thereto) issued by the SEC.
Agreements of Others. 53 5.8 Listing..........................................53 5.9 Board of Directors and Officers..................54 5.10
Agreements of Others. Prior to the Effective Time, Drilex shall cause to be prepared and delivered to Bakex Xxxhxx x xist identifying all persons who, at the time of the Stockholder Meeting, may be deemed to be "affiliates" of Drilex as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act (the "Affiliates"). Drilex shall use its best efforts to cause each person who is identified as an Affiliate in such list to deliver to Bakex Xxxhxx, xx or prior to the Effective Time, a written agreement, in the form to be approved by the parties hereto, that such Affiliate will not sell, pledge, transfer or otherwise dispose of any shares of Bakex Xxxhxx Xxxmon Stock issued to such Affiliate pursuant to the Merger, except pursuant to an 26 33 effective registration statement or in compliance with Rule 145 or an exemption from the registration requirements of the Securities Act. Drilex shall use its best efforts to cause each person who is identified as an Affiliate in such list to sign on or prior to the thirtieth day prior to the Effective Time, a written agreement, in the form to be approved by Bakex Xxxhxx xxx Drilex, that such party will not sell or in any other way reduce such party's risk relative to any shares of Bakex Xxxhxx Xxxmon Stock received in the Merger (within the meaning of Section 201.01 of the SEC's Financial Reporting Release No. 1), until such time as financial results (including combined sales and net income) covering at least 30 days of post-merger operations have been published, except as permitted by Staff Accounting Bulletin No. 76 (or any successor thereto) issued by the SEC. 5.8
Agreements of Others. Prior to the Effective Time, the Company shall cause to be prepared and delivered to Parent a list identifying all persons who, at the time of the Company Stockholder Meeting, may be deemed to be "affiliates" of the Company as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act (the "Affiliates"). The Company shall use its reasonable best efforts to cause each person who is identified as an Affiliate in such list to deliver to Parent, at or prior to the Effective Time, a written agreement, in a form mutually agreeable to the Company and Parent whereby each such person acknowledges that such person is subject to the provisions of Rule 145(d) promulgated under the Securities Act.
Agreements of Others. 46 5.8 Listing.......................................................46 5.9 Board of Directors and Officers. ............................46 5.10 Stock Options; Reservation and Registration of Shares.........47 5.11 Indemnification; Directors' and Officers' Insurance...........47 5.12 Public Announcements..........................................48 5.13
Agreements of Others. Prior to the Effective Time, Syntroleum shall cause to be prepared and delivered to SLH a list identifying all persons who, at the time of Syntroleum Stockholder Meeting may be deemed to be "affiliates" of Syntroleum as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act (the "Affiliates"). Syntroleum shall use its commercially reasonable efforts to cause each person who is identified as an Affiliate in such list to deliver to SLH, at or prior to the Effective Time, a written agreement, in a form mutually agreeable to Syntroleum and SLH whereby each such person acknowledges that such person is subject to the provisions of Rule 145(d) promulgated under the Securities Act.
