Rule 145 Affiliate definition

Rule 145 Affiliate shall have the meaning set forth in Section 6.8(a).
Rule 145 Affiliate. As defined in Section 7.9.
Rule 145 Affiliate shall have the meaning set forth in Section 6.8 of this Agreement.

Examples of Rule 145 Affiliate in a sentence

  • Prior to the Effective Time, Stockholder --------------------- hereby agrees to execute and deliver to Household a Rule 145 Affiliate Agreement, substantially in the form of Exhibit A to the Merger Agreement.

  • Thereafter and until the Effective Time, Seller shall identify to Buyer each additional person whom Seller reasonably believes to have thereafter become a Rule 145 Affiliate.

  • The Company shall use its commercially reasonable efforts to cause each person who is identified as its Rule 145 Affiliate in such list to deliver to Newco, at or prior to the Closing Date, a written agreement, in substantially the form attached hereto as Exhibit D.

  • Not later than 30 days prior to the Company Stockholders Meeting, the Company shall deliver to Parent a list of those Persons who may be deemed to be, in the Company's reasonable judgment at the time this Agreement is submitted for adoption by the Stockholders of the Company, affiliates of the Company within the meaning of Rule 145 promulgated under the 1933 Act (each a "Rule 145 Affiliate").

  • Mykrolis shall use its reasonable efforts to deliver or cause to be delivered to Eagle Delaware no later than five days prior to the Effective Time a letter agreement from each of the Rule 145 Affiliates, by which each Rule 145 Affiliate agrees to comply with the applicable requirements of Rule 145 (each a “Rule 145 Affiliate Agreement”).


More Definitions of Rule 145 Affiliate

Rule 145 Affiliate has the meaning set forth in Section 7.13.
Rule 145 Affiliate means, with respect to any specified person, any other persons who are "affiliates" of such specified person within the meaning of rule 145 promulgated under the Securities Act.
Rule 145 Affiliate. As defined in SECTION 8.8.
Rule 145 Affiliate has the meaning ascribed to it in Section 6.16.
Rule 145 Affiliate means an affiliate within the meaning of Rule 145 promulgated under the Securities Act.
Rule 145 Affiliate means, with respect to any specified person, any other persons who are "affiliates" of such specified person within the meaning of rule 145 (c) or (d) promulgated under the Securities Act. "SEC" shall mean the Securities and Exchange Commission. "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder. "STOCKHOLDERS PROXY AGREEMENT" shall have the meaning specified in the recitals to this Agreement. "SUBSIDIARY" shall mean, with respect to any person, any corporation, limited liability company, partnership, joint venture or other legal entity of which such person (either alone or through or together with any other subsidiary of such person) owns, directly or indirectly, a majority of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. "SUPERIOR PROPOSAL" shall have the meaning specified in Section 6.06. "SURVIVING CORPORATION" shall have the meaning specified in Section 2.01. "TAXES" shall mean any and all taxes, fees, levies, duties, tariffs, imposts and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Entity or taxing authority, including taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers' compensation, unemployment compensation or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value-added or gains taxes; license, registration and documentation fees; and customers' duties, tariffs and similar charges. "TERMINATING COMPANY BREACH" shall have the meaning specified in Section 9.01(g). "TERMINATING PARENT BREACH" shall have the meaning specified in Section 9.01(h). "U.S. GAAP" shall mean United States generally accepted accounting principles. "WAG COMMON STOCK" shall mean the Common Stock, par value $0.01 per share, of WAG.
Rule 145 Affiliate is defined in Section 5.16.