Intent and Access Sample Clauses

Intent and Access. Such Seller is acquiring the shares of Class A Common Stock without a view to the public distribution or resale in violation of any applicable federal or state securities laws. Such Seller acknowledges that the shares of Buyer's Class A Common Stock are not registered under the Securities Act of 1933, as amended or any state securities laws and cannot be sold publicly without registration thereunder or an exemption from such registration. Such Seller understands that certificates for such shares will contain a legend with respect to the restrictions on transfer under federal and applicable state securities laws as well as the fact that the shares are "restricted securities" under such federal and state laws. Such Seller has been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Buyer and its subsidiaries as he believes necessary and has been given the opportunity to ask questions of and receive answers from Buyer and its subsidiaries and their officers concerning Buyer and its subsidiaries. Without limiting the foregoing, such Seller specifically acknowledges the receipt of Buyer's Form 10-K Report for the fiscal year ended September 30, 1997.
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Intent and Access. Such Shareholder is acquiring the shares of Action Common Stock without a view to the public distribution or resale in violation of any applicable federal or state securities laws. Such Shareholder acknowledges that the shares of Action Common Stock are not registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and cannot be sold publicly without registration thereunder or an exemption from such registration. Such Shareholder understands that certificates for such shares will contain a legend with respect to the restrictions on transfer under federal and applicable state securities laws as well as the fact that the shares are "restricted securities" under such federal and state laws. Such Shareholder has been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Action and its subsidiaries as they believe necessary and have been given the opportunity to ask questions of and receive answers from Action and its subsidiaries and their officers concerning Action and its subsidiaries. Without limiting the foregoing, such Shareholder specifically acknowledges the receipt of Action's Form 10-K Report for the fiscal year ended September 30, 1997, as amended on Form 10-K/A; Action's Form 10-Q for the nine months ended June 30, 1998; Action's Proxy Statement dated January 28, 1998; Action's 1997 Annual Report to Shareholders; and Action's Prospectus dated July 21, 1998.
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Intent and Access. Such Shareholder is acquiring the shares of OneSource's Common Stock and OneSource's Promissory Note without a view to the public distribution or resale in violation of any applicable federal or state securities laws. Such Shareholder acknowledges that the shares of OneSource's Common Stock and OneSource's Promissory Note are not registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and cannot be sold publicly without registration thereunder or an exemption from such registration. Such Shareholder understands that certificates for such shares and such note will contain a legend with respect to the restrictions on transfer under federal and applicable state securities laws as well as the fact that the shares and such note are "restricted securities" under such federal and state laws. Such Shareholder has been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of OneSource and its subsidiaries as he or she, or it believes necessary and has been given the opportunity to ask questions of and receive answers from OneSource and its subsidiaries and their officers concerning One Source and its subsidiaries. Without limiting the foregoing, such Shareholder specifically acknowledges the receipt of OneSource's Form 10-KSB Report for the fiscal year ended December 31, 2003. If a Shareholder becomes aware of any material inaccuracy in any representation or warranty of OneSource prior to Closing, the Shareholder will notify OneSource of such material inaccuracy.
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Intent and Access. Each Seller is acquiring the shares of New Common Stock without a view to the public distribution or resale in violation of any applicable federal or state securities laws. Seller acknowledges that the shares of New Common Stock to be exchanged hereby are not registered under the Securities Act of 1933, as amended, or any state securities laws and cannot be sold publicly without registration thereunder or an exemption from such registration. Seller understands that certificates for such New Common Stock will contain a legend with respect to the restrictions on transfer under federal and applicable state securities laws as well as the fact that the shares are "restricted securities" under such federal and state laws. Such Seller has been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Delta and its subsidiaries as he believes necessary and has been given the opportunity to ask questions of any receive answers from Delta and its subsidiaries and their officers concerning Delta and its subsidiaries.
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Intent and Access. Buyer and Acquisition Sub are acquiring the shares of capital stock of Seller’s subsidiaries and any other securities owned by Seller without a view to the distribution or resale of such stock or securities in violation of any applicable federal or state securities laws. Buyer and Acquisition Sub have been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Seller and its subsidiaries as Buyer believes necessary and have been given the opportunity to ask questions of and receive answers from Seller and its subsidiaries and their officers concerning Seller and its subsidiaries.
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Intent and Access. Buyer is acquiring the membership interests of Company without a view to the distribution or resale of such membership interests in violation of any applicable federal or state securities laws. Buyer has been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Company and its subsidiaries as Buyer believes necessary and have been given the opportunity to ask questions of and receive answers from Company and its subsidiaries and their officers concerning Company and its subsidiaries.
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Intent and Access. Buyer and its Designated Subsidiary have been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Seller and its subsidiaries as they believe necessary and have been given the opportunity to ask questions of and receive answers from Seller and its subsidiaries and their officers and managers concerning Seller and its subsidiaries.
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Intent and Access. Company and Xxxxxxxx acknowledge receipt, via the XXXXX system maintained by the Securities and Exchange Commission (the “Commission”), of the following reports filed by Buyer: (a) Buyer’s Annual Report on Form 10-KSB for the year ended December 31, 2004; (b) Buyer’s Definitive Proxy Statement related to its 2005 Annual Meeting of Stockholders; (c) Buyer’s Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 2005; (d) Buyer’s Current Report on Form 8-K dated April 29, 2005 filed with the Commission on May 5, 2005; (e) Form 8-K dated May 20, 2005 filed May 25, 2005; (f) Form 8-K dated June 29, 2005 filed June 30, 2005; and (g) Form S-8 filed June 17, 2005.
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Intent and Access. Buyer is acquiring the Shares and the shares of capital stock of Company's subsidiaries and any other securities owned by Company without a view to the distribution or resale of such stock or securities in violation of any applicable federal or state securities laws. Buyer has been furnished with such information, both financial and non- financial, with respect to the operations, business, capital structure, and financial position of Company and its subsidiaries as Buyer believes necessary and has been given the opportunity to ask questions of and receive answers from Company and its subsidiaries and their officers concerning Company and its subsidiaries.
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Related to Intent and Access

  • Audit and Access Twelve (12) Months after the expiry of the Call-Off Agreement Period or following termination of this Call-Off Agreement.

  • Assignment and Acceptance The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Cooperation and Access The Cooperative Member agrees that it will cooperate in compliance with any reasonable requests for information and/or records made by the Cooperative. The Cooperative reserves the right to audit the relevant records of any Cooperative Member. Any breach of this provision shall be considered material and shall make the Agreement subject to termination on ten (10) days written notice to the Cooperative Member.

  • Information and Access (a) The Company and Parent each shall (and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause, its and their respective Representatives to), upon the reasonable request by the other, furnish to the other, as promptly as practicable, with all information concerning itself, its Representatives and such other matters as may be necessary or advisable in connection with the Schedule 14D-9 or Schedule TO (including with respect to Parent, information concerning the Investors) and any information or documentation to effect the expiration of all waiting periods under applicable Antitrust Laws and all filings, notices, reports, consents, registrations, approvals, permits and authorizations, made or sought by or on behalf of Parent, the Company or any of their respective Affiliates to or from any third party, including any Governmental Entity, in each case necessary or advisable in connection with the Transactions and, with respect to the information supplied in writing by or on behalf of Parent, its Affiliates or its or their respective Representatives for inclusion in or incorporation by reference into the Schedule 14D-9, including with respect to the Investors. Each of Parent and the Company acknowledges and agrees that such information supplied by it pursuant to this Section 7.8(a) (as applicable) will be correct and complete in all material respects at the time so supplied. (b) In addition to and without limiting the rights and obligations set forth in Section 7.8(a), the Company shall (and shall cause its Subsidiaries to), upon reasonable prior notice, afford Parent and its Representatives reasonable access, during normal business hours, from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, to the Company Employees, agents, properties, offices and other facilities, Contracts, books and records, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all other information and documents concerning or regarding its businesses, properties and assets and personnel as may reasonably be requested by or on behalf of Parent; provided, however, that, subject to compliance with the obligations set forth in Section 7.8(c): (i) neither the Company nor any of its Subsidiaries shall be required to provide such access or furnish such information or documents to the extent doing so would, in the reasonable opinion of the Company’s outside legal counsel result in (A) a violation of applicable Law, (B) the breach of any contractual confidentiality obligations in any Contract with a third party entered into prior to the date of this Agreement or following the date of this Agreement in compliance with Section 7.1 and Section 7.2; (C) waive the protection of any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings, in any material respect; or (D) such information or documents are reasonably pertinent to any adverse Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (subject to any rules or guidelines of discovery applicable to such adverse Proceeding); and (ii) in no event shall the work papers of the Company’s and its Subsidiaries’ independent accountants and auditors be accessible to Parent or any of its Representative unless and until such accountants and auditors have provided a consent related thereto in form and substance reasonably acceptable to such auditors or independent accountants. Any investigation conducted pursuant to the access contemplated by this Section 7.8(b) will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries and that would not reasonably be expected to create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including any Phase II environmental assessments. All requests for such access or information made pursuant to this Section 7.8(b) shall be initially directed to the Person set forth on Section 7.8(b) of the Company Disclosure Schedule, which Person may be replaced by the Company at any time by providing written notice to Parent, and any access granted in connection with a request made pursuant to this Section 7.8(b) shall be supervised by such Persons. (c) In the event that the Company objects to any request submitted pursuant to Section 7.8(b) on the basis of one or more of the matters set forth in clause (i) of Section 7.8(b), it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons and reasonable support therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the impediments expressly set forth in clause (i) of Section 7.8(b) (other than clause (D)) including through the use of commercially reasonable efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual confidentiality obligations contemplated by clause (i)(B) of Section 7.8(b), obtaining a waiver with respect to or consent under such contractual confidentiality obligations. (d) Without limiting the generality of the other provisions of this Section 7.8, the Company and Parent, as each deems advisable and necessary, after consultation with their respective outside legal counsel, may reasonably designate competitively sensitive information and documents (including those that relate to valuation of the Company or Parent (as the case may be)) as “Outside Counsel Only Information.” Such information and documents shall only be provided to the outside legal counsel of the Company or Parent (as the case may be), or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement or additional confidentiality or joint defense agreement between or among the Company and Parent; provided, however, that, subject to any applicable Laws relating to the exchange of information, the outside legal counsel receiving such information and documents may prepare one or more reports summarizing the results of any analysis of any such shared information and documents, and disclose such reports, other summaries or aggregated information derived from such shared information and documents to Representatives of such outside legal counsel’s client. (e) No access or information provided to Parent or any of its Representatives or to the Company or any of its Representatives following the date of this Agreement, whether pursuant to this Section 7.8 or otherwise, shall affect or be deemed to affect, modify or waive the representations and warranties of the Parties set forth in this Agreement and, for the avoidance of doubt, all information and documents disclosed or otherwise made available pursuant to Section 7.5, Section 7.6, this Section 7.8 or otherwise in connection with this Agreement and the Transactions shall be governed by the terms and conditions of the Confidentiality Agreement mutatis mutandis as if Parent were Counterparty (as defined in the Confidentiality Agreement) and subject to applicable Laws relating to the exchange or sharing of information and any restrictions or requirements imposed by any Governmental Entity; provided, that, in the event of a conflict, the provisions of Section 7.13 shall override any conflicting provisions of the Confidentiality Agreement, and any Person who is a potential source of, or may provide, equity, debt or any other type of financing to Parent or any of its Representatives in connection with the Transactions shall be deemed a “Representative” for purposes of the Confidentiality Agreement without the prior written consent of the Company.

  • Inspection and Access Landlord and its agents, representatives, and contractors may enter the Premises at any reasonable time to inspect the Premises and to make such repairs as may be required or permitted pursuant to this Lease and for any other business purpose. Landlord and Landlord’s representatives may enter the Premises during business hours on not less than 48 hours advance written notice (except in the case of emergencies in which case no such notice shall be required and such entry may be at any time) for the purpose of effecting any such repairs, inspecting the Premises, showing the Premises to prospective purchasers and, during the last year of the Term, to prospective tenants or for any other business purpose. Landlord may erect a suitable sign on the Premises stating the Premises are available to let or that the Project is available for sale. Landlord may grant easements, make public dedications, designate Common Areas and create restrictions on or about the Premises, provided that no such easement, dedication, designation or restriction materially, adversely affects Tenant’s use or occupancy of the Premises for the Permitted Use. At Landlord’s request, Tenant shall execute such instruments as may be necessary for such easements, dedications or restrictions. Tenant shall at all times, except in the case of emergencies, have the right to escort Landlord or its agents, representatives, contractors or guests while the same are in the Premises, provided such escort does not materially and adversely affect Landlord’s access rights hereunder.

  • Employment and Acceptance During the Term (as defined in Section 1.2), the Company shall employ the Executive, and the Executive shall accept such employment and serve the Company, in each case, subject to the terms and conditions of this Agreement.

  • REPORTS AND ACCESS The Advisor agrees to supply such information to the Fund's administrator and to permit such compliance inspections by the Fund's administrator as shall be reasonably necessary to permit the administrator to satisfy its obligations and respond to the reasonable requests of the Trustees.

  • Records and Access The Advisor, in the conduct of its responsibilities to the Company, shall maintain adequate and separate books and records for the Company’s operations in accordance with GAAP, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be the property of the Company and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Company, at any time or from time to time during normal business hours. The Advisor shall at all reasonable times have access to the books and records of the Company and the Operating Partnership.

  • ACKNOWLEDGEMENT AND ACCEPTANCE (a) In accepting the RSUs, the Participant acknowledges and agrees: (i) that the Plan is discretionary in nature and may be amended, cancelled, suspended or terminated by the Company at any time; (ii) that the grant of the RSUs does not create any contractual or other right to receive future grants of RSUs or any right to continue an employment or other relationship with the Company (for the vesting period or otherwise); (iii) that the Participant remains subject to discharge from such relationship to the same extent as if the RSUs had not been granted; (iv) that all determinations with respect to any such future grants, including, but not limited to, when and on what terms they shall be made, will be at the sole discretion of the Committee; (v) that participation in the Plan is voluntary; (vi) that the value of the RSUs is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract if any; and (vii) that the grant of RSUs is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar benefits. (b) If the Participant does not want to accept the RSUs on the terms and conditions set out in this Agreement, the Plan and/or any related documents, the Participant may choose the “Decline” button. The RSUs will then be cancelled and no other benefit will be due to the Participant in lieu thereof. If Participant does not “Decline” the RSUs within thirty (30) days from the Grant Date, the Participant shall be deemed to have accepted the RSUs and shall be deemed to have agreed to the terms and conditions set out in this Agreement, the Plan and/or any related documents. (c) The grant of the RSUs is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the RSUs is not subject to the supervision of the local securities authorities. No employee of the Company or any of the Company’s subsidiaries is permitted to advise the Participant on whether the Participant should acquire Shares as a result of settlement of the RSUs under the Plan. Investment in Shares involves a degree of risk. Before deciding to acquire Shares as a result of settlement of the RSUs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the RSUs and the Plan. In addition, the Participant should consult with the Participant’s personal advisor for professional investment advice. (d) The Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Addendum (if applicable) and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the award, be drawn up in English. If the Participant has received this Agreement, the Addendum and the Plan or any other documents related to the award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control. (e) As a condition to the grant of the RSUs, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its affiliates and subsidiaries and/or the Employer, as may be required to allow the Company and its affiliates and subsidiaries or the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).

  • Testing and Acceptance Within […***…] after RFM’s delivery of the IC Design File to ST, ST shall manufacture and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms to the applicable Specifications. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate whether the Evaluation Data indicates that the IC Design conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 shall be reapplied until the IC Design is accepted; provided, however, that upon the […***…] or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other party, unless the IC Design is accepted during such notice period.

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