Controlling Stockholders. Acquired Corporation shall use its reasonable best efforts to cause each director, executive officer and other person who is an "affiliate" of Acquired Corporation (for purposes of Rule 145 under the ▇▇▇▇ ▇▇▇) to deliver to Buyer as soon as practicable after the date hereof, but in no event after the date of the Acquired Corporation's Stockholders' Meeting, a written agreement, providing that such person will not sell, pledge, transfer or otherwise dispose of the shares of the shares of Buyer's Common Stock to be received by such "affiliate" upon the Effective Date, except in compliance with the applicable provisions of the 1933 Act, SEC Rule 145(d) and other rules and regulations of the SEC as may be applicable. Acquired Corporation acknowledges that the certificates of Buyer's Common Stock issued to all "affiliates" of Acquired Corporation will bear an appropriate legend reflecting the restrictions on resale described above, regardless of whether such affiliate has delivered such written agreement.
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Sources: Merger Agreement (Banc Corp)
Controlling Stockholders. Acquired Corporation shall use its reasonable best efforts to cause each director, executive officer and other person who is an "“affiliate" ” of Acquired Corporation (for purposes of Rule 145 under the ▇1▇▇▇ ▇▇▇) to deliver to Buyer as soon as practicable after the date hereof, but in no event after the date of the Acquired Corporation's Stockholders' ’s Stockholders Meeting, a written agreement, providing that such person will not sell, pledge, transfer or otherwise dispose of the shares of the shares of Buyer's ’s Common Stock to be received by such "“affiliate" ” upon the Effective Date, except in compliance with the applicable provisions of the 1933 Act, SEC Rule 145(d) and other rules and regulations of the SEC as may be applicable. Acquired Corporation acknowledges that the certificates of Buyer's ’s Common Stock issued to all "“affiliates" ” of Acquired Corporation will bear an appropriate legend reflecting the restrictions on resale described above, regardless of whether such affiliate has delivered such written agreement.
Appears in 1 contract
Sources: Merger Agreement (Superior Bancorp)
Controlling Stockholders. Acquired Corporation shall use its reasonable best efforts to cause each director, executive officer and other person who is an "“affiliate" ” of Acquired Corporation (for purposes of Rule 145 under the ▇▇▇▇ ▇▇▇) to deliver to Buyer as soon as practicable after the date hereof, but in no event after the date of the Acquired Corporation's ’s Stockholders' ’ Meeting, a written agreement, providing that such person will not sell, pledge, transfer or otherwise dispose of the shares of the shares of Buyer's ’s Common Stock to be received by such "“affiliate" ” upon the Effective Date, except in compliance with the applicable provisions of the 1933 Act, SEC Rule 145(d) and other rules and regulations of the SEC as may be applicable. Acquired Corporation acknowledges that the certificates of Buyer's ’s Common Stock issued to all "“affiliates" ” of Acquired Corporation will bear an appropriate legend reflecting the restrictions on resale described above, regardless of whether such affiliate has delivered such written agreement.
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