Common use of Rule 145 Clause in Contracts

Rule 145. Contemporaneously with the execution and delivery of this Agreement, the Company is delivering to Parent a list of names and addresses of those persons who are, in the Company's reasonable judgment, "affiliates" (each such person, an "Affiliate") of the Company within the meaning of Rule 145 of the rules and regulations promulgated under the Securities Act. The Company shall use all reasonable efforts to deliver or cause to be delivered to Parent, from each of the Affiliates of the Company identified in the foregoing list (and from any Person who becomes, or could reasonably be deemed to be, an Affiliate after the date of this Agreement), as promptly as practicable after the date hereof (with respect to Persons identified on such list), and no later than the date such Person becomes an Affiliate (with respect to Persons who become Affiliates after the date hereof), an Affiliate Agreement in the form attached hereto as Exhibit A (an "Affiliate Agreement"). Parent shall be entitled to place legends as specified in such Affiliate Agreements on the certificates evidencing any Parent Shares to be received by such Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Parent Shares, consistent with the terms of such Affiliate Agreements.