Access to Information, Etc. The Employee represents and warrants as follows:
(i) the Employee understands the terms and conditions that apply to the Restricted Stock Units and the risks associated with an investment in the Restricted Stock Units;
(ii) the Employee has a good understanding of the English language; and
(iii) the Employee is an officer or employee of the Company or one of its Subsidiaries.
Access to Information, Etc. The Employee represents, warrants and covenants as follows:
(i) the Employee has carefully reviewed the Offering Memorandum, dated as of November 17, 2006, each of its exhibits, annexes and other attachments, each document incorporated by reference into the Offering Memorandum, and the other materials furnished to the Employee in connection with the offer and sale of the Shares pursuant to this Agreement;
(ii) the Employee has had an adequate opportunity to consider whether or not to purchase any of the Common Shares offered to the Employee, and to discuss such purchase with the Employee’s legal, tax and financial advisors;
(iii) the Employee understands the terms and conditions that apply to the Shares and the risks associated with an investment in the Shares;
(iv) the Employee has a good understanding of the English language;
(v) the Employee is, and will be at the Closing, an officer or employee of the Company or one of its Subsidiaries; and
(vi) the Employee is, and will be at the Closing, a resident of the jurisdiction indicated as his or her address set forth on the signature page of this Agreement.
Access to Information, Etc. The Employee represents, warrants and covenants as follows:
(i) the Employee has carefully reviewed the materials furnished to the Employee in connection with the issuance of the Shares pursuant to this Agreement;
(ii) the Employee has had an adequate opportunity to consider whether or not to purchase any of the shares of Common Stock offered to the Employee, and to discuss such purchase with the Employee’s legal, tax and financial advisors;
(iii) the Employee understands the terms and conditions that apply to the Shares and the risks associated with an investment in the Shares;
(iv) the Employee has a good understanding of the English language;
(v) the Employee (i) is, and will be at the Closing, a current or former officer or employee of the Company or one of the Subsidiaries or (ii) if applicable, is the legal representative or beneficiary, in accordance with the Stock Incentive Plan, of the person whose name is set forth on the signature page hereof; and
(vi) the Employee is, and will be at the Closing, a resident of the jurisdiction indicated as his or her address set forth on the signature page of this Agreement.
Access to Information, Etc. The Company shall permit, and shall cause its direct and indirect subsidiaries to permit, any representatives designated by the Family Group Representative, upon reasonable notice, during normal business hours and in a manner that does not unreasonably interfere with the management and operation of the Company and/or such subsidiaries to: (i) examine the corporate and financial records of the Company and such subsidiaries and make copies or extracts of such records and (ii) on any two occasions in each successive eighteen month period following the date hereof, discuss the affairs, finances and accounts of any such entities with the officers and independent accountants of the Company and such subsidiaries. No representative of a member of the Family Group will be entitled to the access rights specified in clauses (i) or (ii) of the first sentence of this Section 6.2 unless and until such representative has entered into a customary confidentiality agreement with the Company. In addition, subject to Applicable Law, the Company shall invite the Family Group to attend all investor conferences held by the Company. For avoidance of doubt, neither a private meeting with a stockholder of the Company or a small group of stockholders of the Company nor a meeting among employees of the Company is an investor conference. This Section 6.2 shall terminate and be of no further force or effect immediately upon the Family Group ceasing to Beneficially Own at least 5% of the outstanding shares of Common Stock.
Access to Information, Etc. 5.1 The Supplier must continually document the measures taken by the Supplier to meet its obligations under this Personal Data Processing Agreement. The Customer is entitled to receive the latest version of such documentation on request. For information on the processing of personal data within the framework of the Services, see the appendix to this Personal Data Processing Agreement.
5.2 Moreover, the Supplier must enable and help the Customer or a third party appointed by the Customer to carry out an audit, including an inspection, of the technical and organisational measures taken by the Supplier to perform its obligations under this Personal Data Processing Agreement. The Supplier must be given at least thirty (30) days’ notice of any such audit. All costs of the audit must be borne by the Customer, including any costs for the Supplier’s participation in the audit. The Customer must ensure that any third party that conducts the audit on behalf of the Customer observes confidentiality that is no less restrictive than that specified in Clause 7.2 below. Corresponding provisions apply to the Customer’s request for an audit of a Sub-processor engaged by the Supplier in connection with the Services. See Clause 5.1 below.
Access to Information, Etc. The Associate represents and warrants as follows:
(i) the Associate understands the terms and conditions that apply to the Restricted Stock Units and the risks associated with an investment in the Restricted Stock Units;
(ii) the Associate has a good understanding of the English language; and
(iii) the Associate is an officer or associate employed by the Company or one of its Subsidiaries.
Access to Information, Etc. (a) Subject to the provisions of Section 4.3 and the terms and conditions of the Confidentiality Agreement (which shall remain in full force and effect after the date of this Agreement), between the date of this Agreement and the Closing Date, the Seller will (i) give the Buyer, Trucking, the Buyer's Parent and their authorized representatives reasonable access, during regular business hours upon reasonable notice, to all offices and other facilities and books and records of the Seller, (ii) permit the Buyer, Trucking, and the Buyer's Parent to make such reasonable inspections of the offices, facilities, books and records of the Seller as the Buyer, Trucking or the Buyer's Parent may reasonably require and (iii) cause its officers to furnish the Buyer, Trucking, and the Buyer's Parent with such financial and operating data and other information with respect to the Business and properties of the Seller as the Buyer, Trucking or the Buyer's Parent may from time to time reasonably request.
(b) All access to information pursuant to Section 4.2(a) shall be coordinated through Joe T. Glover, Jr. or one or more representatives that he may frxx xxxx xx xxxx xxsignate. From the date of this Agreement, the Buyer, Trucking, and the Buyer's Parent (and all of their respective agents, employees, directors, officers, Subsidiaries and Affiliates) may contact and communicate with any employees, partners, customers, suppliers, lenders or licensors of the Seller in connection with the transactions contemplated by this Agreement only with the prior written consent of the Seller or the Shareholder, which consent shall not be unreasonably withheld or delayed.
Access to Information, Etc. Such Management Shareholder --------------------------- represents and acknowledges that:
(i) he or she has been supplied with, or otherwise has had access to, adequate information and the opportunity to ask questions of representatives of the Company in order to make his or her own independent decision to retain or acquire the Shares in connection with this Agreement;
(ii) the Shares may be required to be held indefinitely and the Management Shareholder must continue to bear the economic risk of the retention of the Ordinary Shares unless the offer and sale of such Shares is subsequently registered under the Securities Act and all applicable state securities laws or an exemption or exception from such registration is available and the Management Shareholder otherwise complies with the terms of this Agreement;
(iii) there is no market for the Shares and it is not anticipated that there will be any public market for the Shares;
(iv) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any securities of the Company (including the Shares), and the Company has made no agreement or covenant to make such rule available;
(v) when and if Shares may be Transferred without registration under the Securities Act in reliance on Rule 144, such Transfer can be made only in limited amounts in accordance with the terms and conditions of such Rule;
(vi) if the exemption provided under Rule 144 is not available, the public offer or sale of Shares without registration will require compliance with some other exemption or exception under the Securities Act and applicable state securities laws;
(vii) if any of the Shares are at any time Transferred in accordance with Rule 144, the Management Shareholder will deliver to the Company at or prior to the time of such Transfer an executed Form 144 (if required by Rule 144) and such other documentation as the Company may reasonably require in connection with such sale;
(viii) a restrictive legend in the form heretofore set forth in Section 2.1(c) hereof shall be placed on the certificates representing Shares, if such Shares have been issued in certificated form;
(ix) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer and, if the Company should at some time in the future engage the services of a securities transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respe...
Access to Information, Etc. The Seller represents, warrants and covenants as follows:
(i) the Seller has carefully reviewed any financial information available to the Seller about the Company, including all information about the Company that has been filed with the Securities and Exchange Commission, in connection with the sale of the Purchased Shares pursuant to this Agreement;
(ii) the Company has made no representations to the Seller regarding the financial condition of the Company, and the Seller has not relied on any such representations in determining whether to sell the Purchased Shares to the Company;
(iii) the Company has made available to Seller the opportunity make due inquiry about the Company’s business and operations;
(iv) the Seller has had an adequate opportunity to consider whether or not to sell the Common Stock offered to the Company, and to discuss such sale with the Seller’s legal, tax and financial advisors;
(v) the Seller has a good understanding of the English language; and
(vi) the Seller is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
Access to Information, Etc. From the date of this Agreement until the -------------------------- Closing or any earlier termination of this Agreement, TJX and Seller shall afford the officers, attorneys, accountants, Financing Parties and other authorized representatives and professionals of Buyer access upon reasonable notice and during normal business hours to all management personnel, offices, properties, books and records (including information with respect to customer lists, but not the identities of individual customers on such lists) of TJX and Seller relating to the business of the Division, so that Buyer may have full opportunity to make such investigation as it reasonably desires of the management, business, properties and affairs of the Division, and Buyer shall (at its expense) be permitted to make abstracts from, or copies of, all such books and records. TJX and Seller shall furnish to Buyer such financial and operating data and other information as to the assets and the business of the Division as Buyer shall reasonably request. The foregoing shall not limit the Buyer's obligations under that certain Confidentiality Agreement dated as of July 20, 1995, as amended, by and between TJX and Buyer (the "Confidentiality Agreement").
