ACKNOWLEDGMENTS BY STOCKHOLDER. Stockholder acknowledges and understands that the representations, warranties and covenants made by Stockholder set forth in this Agreement will be relied upon by Parent, the Company and their respective affiliates, counsel and accounting firms, and that substantial losses and damages may be incurred by such persons if Stockholder=s representations, warranties or covenants are breached. Stockholder has carefully read this Agreement and the Merger Agreement and has consulted with such legal counsel and financial advisers as Stockholder has deemed appropriate in connection with the execution of this Agreement.
ACKNOWLEDGMENTS BY STOCKHOLDER. Stockholder acknowledges that by virtue of his position with Company he has developed considerable expertise in the business operations of Company and has had access to extensive confidential information with respect to Company. Stockholder recognizes that Merger Sub and Parent would be irreparably damaged, and their substantial investment in Company materially impaired, if Stockholder were to enter into an activity competing with Company's business in violation of the terms of this Agreement or if Stockholder were to disclose or make unauthorized use of any confidential information concerning the business of Company. Accordingly, Stockholder expressly acknowledges that he is voluntarily entering into this Agreement and that the terms and conditions of this Agreement are fair and reasonable to Stockholder in all respects.
ACKNOWLEDGMENTS BY STOCKHOLDER. Stockholder acknowledges that the promises and restrictive covenants that Stockholder is providing in this Noncompetition Agreement are reasonable and necessary to the protection of Parent's legitimate interests in its acquisition of the Company (including the Company's goodwill) pursuant to the Reorganization Agreement. Stockholder acknowledges that, in connection with the consummation of the Merger, all of the Stockholder's shares of stock of the Company will be exchanged for shares of common stock of Parent. 2.
ACKNOWLEDGMENTS BY STOCKHOLDER. Stockholder acknowledges that the promises and restrictive covenants that Stockholder is providing in this Agreement are reasonable and necessary to the protection of DHI's business and DHI's legitimate interests in its acquisition of Xxxxxxx Homes, including Xxxxxxx Homes's goodwill, pursuant to the Merger Agreement. Stockholder further acknowledges that, in connection with the consummation of the Merger, all of Stockholder's shares of common stock of Xxxxxxx Homes will be exchanged for cash and shares of common stock of DHI pursuant to the terms of the Merger Agreement.
ACKNOWLEDGMENTS BY STOCKHOLDER. Stockholder acknowledges and ------------------------------ understands that the representations, warranties and covenants made by Stockholder set forth herein shall be relied upon by Mpath, Resounding, and their respective affiliates, counsel and accounting firms, and that substantial losses and damages may be incurred by such persons if Stockholder's representations, warranties or covenants are breached. Stockholder has carefully read this Agreement and the Merger Agreement (including the Escrow Agreement attached thereto as Exhibit F) and has discussed the requirements of this Agreement with --------- Stockholder's professional advisors to the extent Stockholder has deemed necessary.
ACKNOWLEDGMENTS BY STOCKHOLDER. Stockholder acknowledges that the promises and restrictive covenants that Stockholder is providing in this Noncompetition Agreement are reasonable and necessary to the protection of Compuware's business and Compuware's legitimate interests in its acquisition of DPRC (including DPRC's goodwill) pursuant to the Merger Agreement.
ACKNOWLEDGMENTS BY STOCKHOLDER. Selling Stockholder acknowledges that (a) Selling Stockholder has occupied a position of trust and confidence with the Acquired Companies prior to the date hereof and has become familiar with the following, any and all of which constitute confidential information of the Acquired Companies, (collectively the "Confidential Information"): (i) any and all trade secrets concerning the business and affairs of the Acquired Companies, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information, of the Acquired Companies and any other information, however documented, of the Acquired Companies that is a trade secret; (ii) any and all information concerning the business and affairs of the Acquired Companies (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials, however documented; and (iii) any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for the Acquired Companies containing or based, in whole or in part, on any information included in the foregoing, (b) the business of the Acquired Companies is national in scope, (c) its products and services are marketed throughout the United States; (d) the Acquired Companies compete with other businesses that are or could be located in any part of the United States; (e) Buyer has required that Selling Stockholder make the covenants set forth in Sections 3 and 4 of this Agreement as a condition to the Buyer's purchase of the Shares owned by Selling Stockholder; (f) the provisions of Sections 3 and 4 of this Agreement are reasonable and necessary to protect and preserve the Acquired Companies' business, and (g) the Acquired Companies would be irreparably damaged if Sel...
ACKNOWLEDGMENTS BY STOCKHOLDER. Founder acknowledges and understands that the representations, warranties and covenants made by Stockholder set forth herein shall be relied upon by HearMe, AudioTalk, and their respective affiliates, counsel and accounting firms, and that substantial losses and damages may be incurred by such persons if Stockholder's representations, warranties or covenants are breached. Stockholder has carefully read this Agreement and the Merger Agreement (including the Escrow Agreement attached thereto as EXHIBIT F) and has discussed the requirements of this Agreement with Stockholder's professional advisors to the extent Stockholder has deemed necessary.
ACKNOWLEDGMENTS BY STOCKHOLDER. Stockholder understands and hereby acknowledges that the representations, warranties and covenants by Stockholder set forth herein shall be relied upon by Acquiror, the Company and their respective affiliates and legal counsel, and that substantial losses and damages may be incurred by these persons if Stockholder’s representations, warranties or covenants are breached. The Stockholder hereby represents and warrants to Acquiror that the Stockholder has carefully read this Agreement and the Merger Agreement and has discussed the requirements of this Agreement with the Stockholder’s professional advisors, who are qualified to advise the Stockholder with regard to such matters.
ACKNOWLEDGMENTS BY STOCKHOLDER. Stockholder acknowledges that: (a) Stockholder has occupied a position of trust and confidence with the Company prior to the date hereof and has become familiar with confidential and proprietary information of the Company; (b) Stockholder has a substantial interest in the Company as the holder of a significant number of shares of the Company Capital Stock, and, as a result of the merger, Stockholder shall receive significant consideration in connection with the merger; (c) Buyer has required that Stockholder make the covenants set forth in Section 2 of this Agreement as a condition to Buyer’s entering into the Merger Agreement; (d) the provisions of Section 2 of this Agreement are reasonable and necessary to protect and preserve the business of the Company following the effective time of the merger; (e) Buyer intends to operate the business through the Company following the effective time of the merger; and (f) the Business would be irreparably damaged if Stockholder were to breach the covenants set forth in Section 2 of this Agreement. Stockholder further acknowledges that the restrictions contained in this Agreement do not impose an undue hardship on Stockholder and do not deprive Stockholder of Stockholder’s livelihood or business.
