Rule 145 Affiliates has the meaning set forth in Section 6.17.
Rule 145 Affiliates means affiliates of the Company within the meaning of Rule 145 promulgated under the Securities Act.
Rule 145 Affiliates shall have the meaning set forth in SECTION 6.14.
Examples of Rule 145 Affiliates in a sentence
Parent shall be entitled to place restrictive legends on any shares of Parent Common Stock received by such Rule 145 Affiliates.
The Company shall notify the Parent in writing regarding any change in the identity of its Rule 145 Affiliates prior to the Closing Date.
Merger Partner shall notify Public Company in writing regarding any change in the identity of its Rule 145 Affiliates prior to the Closing Date.
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Newco shall be entitled to place restrictive legends on any shares of Newco Common Stock or Newco Preferred Stock issued (i) to such Rule 145 Affiliates and (ii) to any other Persons who it reasonably believes 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, pursuant to the Transaction.
More Definitions of Rule 145 Affiliates
Rule 145 Affiliates is defined in Section 5.9.
Rule 145 Affiliates means an affiliate within the meaning of Rule 145 promulgated under the 1933 Act.
Rule 145 Affiliates. Section 5.05 "SEC" -- Section 3.01(c) "Securities Act" -- Section 3.20(b) "Stock Election Shares" -- Section 2.02(a) "Subsidiary" -- Section 3.01(c) "Surviving Corporation" -- Section 1.01 "Tax" -- Section 3.13 "Tax Returns" -- Section 3.13 "Updated ComBanc Disclosure Schedule" -- Section 5.02 -v- AGREEMENT AND PLAN OF MERGER ---------------------------- THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of August 4, 2004, is made and entered into by and among First Defiance Financial Corp., an Ohio corporation ("FDEF"); First Federal Bank of the Midwest, a federal savings bank ("First Federal"); ComBanc, Inc., a Delaware corporation ("ComBanc"); and The Commercial Bank, an Ohio commercial bank ("Commercial Bank").
Rule 145 Affiliates. WVB shall identify in a letter to Nextel all persons who will be at the Closing Date "affiliates" of WVB, as such term is used in Rule 145 under the Securities Act. WVB shall use all reasonable efforts to cause its affiliates to deliver to Nextel on or prior to the Closing Date a written agreement substantially in the form attached as Exhibit 5.12 (each, an "Affiliate Agreement"). If any affiliate refuses to provide an Affiliate Agreement, Nextel shall, in lieu of receipt of such written agreement, be entitled to place appropriate legends on the certificates evidencing the Nextel Shares to be received by such affiliate pursuant to the terms of this Agreement, and to issue appropriate stock transfer instructions to the transfer agent for Nextel Common Stock to the effect that the Nextel Shares received or to be received by such affiliate pursuant to the terms of this Agreement may only be sold, transferred or otherwise conveyed, and the holder thereof may only reduce his, her or its interest in or risks relating to such shares of Nextel Common Stock, pursuant to an effective registration statement under the Securities Act, in compliance with Rule 145, as amended from time to time, or in a transaction which, in the opinion of legal counsel reasonably satisfactory to Nextel, is exempt from the registration requirements of the Securities Act. The Proxy Statement/Prospectus and the S-4 Registration Statement shall disclose the foregoing in a reasonably prominent manner. 5.13
Rule 145 Affiliates. As defined in Section 7.8(a).
Rule 145 Affiliates. Section 5.06(a) "SEC" -- Section 3.01(c) "Secretary of State" -- Section 1.02 "Securities Act" -- Section 3.01(u) "SNB" -- Preamble "SNB Balance Sheet Date" -- Section 3.01(f) "SNB Certificates" -- Section 2.02(a) "SNB Disclosure Schedule" -- Preamble "SNB Financial Statements" -- Section 3.01(f) "SNB Meeting" -- Section 5.03(b) "SNB Proxy Statement" -- Section 5.03(b) "SNB Real Properties" -- Section 3.01(m) "SNB Shares" -- Preamble "SNB Shareholders' Approval" -- Section 11.01(b) "SNB Stock Option Plan" -- Section 3.01(b) "SNB Stock Options" -- Section 3.01(b) "Starting Date" -- Section 11.01(d) "Starting Price" -- Section 11.01(d) "Subsidiary" -- Section 3.01(c) "Surviving Corporation" -- Section 1.01 "Takeover Laws" -- Section 3.01(aa) "Tax Returns" -- Section 3.01(l) "Tax" -- Section 3.01(l) "Total SNB Shares Outstanding or Subject to Options" -- Section 2.01(b) "trading days" -- Section 2.02(e) "Updated Park Disclosure Schedule" -- Section 6.05 "Updated SNB Disclosure Schedule" -- Section 5.02 -vi- AGREEMENT AND PLAN OF MERGER ---------------------------- THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of December 17, 1999, is made and entered into by and between Park National Corporation, an Ohio corporation ("Park"), and SNB Corp., an Ohio corporation ("SNB") (Park and SNB are sometimes hereinafter collectively referred to as the "Constituent Corporations").
Rule 145 Affiliates has the meaning specified in Section 4.9. "S-4" means the Registration Statement on Form S-4 to be filed by Newco in connection with the issuance of Newco Common Stock pursuant to the Midland Merger. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933. "Subsidiary" (and correlatives thereof) means, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, of which (a) such Person or any other Subsidiary of such Person is a general partner or (b) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is, directly or indirectly, owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and any one or more of its Subsidiaries. "Tax" (and, with correlative meaning, "Taxes") has the meaning specified in Section 3.1(k). "Tax Returns" has the meaning specified in Section 3.1(k). "TBCA" means the Texas Business Corporation Act, as amended. "Termination Agreement" has the meaning specified in Section 4.17. "Texas Secretary of State" means the Secretary of State of the State of Texas. "Third-Party Consent" means the consent or approval of any Person other than Vista, Midland, Newco, Merger Sub, or any of their respective Subsidiaries, or any Governmental Entity. "Vista" means Vista Resources Partners, L.P., a Texas limited partnership. "Vista Acquisition Proposal" has the meaning specified in Section 4.4(b). "Vista Benefit Program or Agreement" has the meaning specified in Section 3.2(l). "Vista Disclosure Schedule" means the Vista Disclosure Schedule attached hereto and any documents listed on such Vista Disclosure Schedule and expressly incorporated therein by reference, true and correct copies of which have been delivered to Midland. "Vista Engineering Report" means the oil and gas reserve engineering report concerning the Oil and Gas Interests of Vista as of January 1, 1998 prepared by Xxxxxxxxxx Petroleum Consultants, Inc., and provided to Midland by or on behalf of Vista. "Vista Exchange" has the meaning specified in the Recitals hereto. "Vista Exchange Agreement" means an Exchange Agreement in the form and substance of Exhibit E hereto. "Vista GP Conversion Stock Number" means 1.60089817, as such number may be changed pursuant to Section 2.8.