Rule 145 Letters. On the date hereof, the Company shall cause to be prepared and delivered to Parent a list (reasonably satisfactory to counsel for Parent) identifying all persons who, at the time of the Shareholder 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 "RULE 145 AFFILIATES"). The Company shall use its reasonable best efforts to cause each person who is identified as a Rule 145 Affiliate in such list to deliver to Parent within 30 days of the date hereof a written agreement in substantially the form of EXHIBIT D hereto, executed by each of such persons identified in the foregoing list.
Rule 145 Letters. Each Rule 145 Affiliate shall have ---------------- executed and delivered to SUG a Rule 145 Letter, in form and substance reasonably satisfactory to SUG and its counsel.
Rule 145 Letters. Each stockholder of the Company that is an affiliate of the Company shall deliver a letter in the form attached as Exhibit F hereto.
Rule 145 Letters. The Company shall promptly identify to Parent all officers and directors of the Company and any other persons who are "affiliates" within the meaning of such term as used in Rule 145 under the Securities Act ("RULE 145 AFFILIATES"), and the Company shall use its reasonable efforts to provide to Parent undertakings from such persons ("RULE 145 LETTERS") to the effect that no disposition of shares of StarMedia Common Stock received in the Merger will be made by such persons except within the limits and in accordance with the applicable provisions of said Rule 145, as amended from time to time, or except in a transaction which, in the opinion of legal counsel satisfactory to Parent, is exempt from registration under the Securities Act.
Rule 145 Letters. Each Rule 145 Affiliate shall have executed and delivered to Parent a Rule 145 Letter, in form and substance reasonably satisfactory to Parent and its counsel.
Rule 145 Letters. ONSS shall promptly identify to USXX all officers and directors of ONSS and any other persons who are "affiliates" within the meaning of such term as used in Rule 145 under the Securities Act ("Rule 145 Affiliates"), and ONSS shall use its reasonable efforts to provide to USXX undertakings from such persons ("Rule 145 Letters") to the effect that no disposition of shares of USXX Common Stock received in the Merger will be made by such persons except within the limits and in accordance with the applicable provisions of said Rule 145, as amended from time to time, or except in a transaction which, in the opinion of legal counsel satisfactory to USXX, is exempt from registration under the Securities Act.
Rule 145 Letters. The Company shall have delivered letters regarding Rule 145 of the Securities Act, substantially in the form of Exhibit B hereto, executed by each affiliate of the Company who will acquire shares of Acquiror Common Stock in connection with the Merger. (h)
Rule 145 Letters. FAL shall promptly identify to SUG all ---------------- officers and directors of any Acquired Company and any other persons who are "affiliates" within the meaning of such term as used in Rule 145 under the Securities Act ("Rule 145 Affiliates"), and FAL shall use its reasonable efforts to provide to SUG undertakings from such persons ("Rule 145 Letters") to the effect that no disposition of shares of SUG Common Stock received in the Merger will be made by such persons except within the limits and in accordance with the applicable provisions of said Rule 145, as amended from time to time, or except in a trans- action which, in the opinion of legal counsel satisfac- tory to SUG, is exempt from registration under the Securities Act.
Rule 145 Letters. The persons listed in Section ---------------- ------- 5.13 hereof shall have delivered to Eco letters regarding the ---- resale of the Eco Common Stock they are to receive on the Merger in accordance with Rule 145 under the Securities Act.
Rule 145 Letters. The Company will use all reasonable efforts to deliver or cause to be delivered to Parent, as promptly as practicable following the date hereof, from each person who may reasonably be deemed to be an affiliate of the Company for purposes of Rule 145 under the Securities Act (the "Rule 145 Affiliates") an executed affiliate agreement pursuant to which such affiliate shall agree to be bound by the provisions of Rule 145 in a form provided by Parent and reasonably acceptable to the Company. Parent will give stop transfer instructions to its transfer agent with respect to any Parent Common Stock received pursuant to the Merger by any Rule 145 Affiliate and there will be placed on the certificates representing such Parent Common Stock, or any substitutions therefor, a legend stating in substance that the shares were issued in a transaction to which Rule 145 applies and may only be transferred (i) in conformity with Rule 145 or (ii) in accordance with a written opinion of counsel, reasonably acceptable to Parent, in form and substance that such transfer is exempt from registration under the Securities Act.
