Investment Intent; Access to Information Sample Clauses

Investment Intent; Access to Information. Itec is acquiring the equity securities of the Surviving Corporation to be acquired by Itec as a result of the Merger for Itec's own account and Itec has the present intention of holding such equity securities for investment purposes and not with a view to, or for sale in connection with, any public distribution of such equity securities in violation of any federal or state securities law. Itec has been furnished with or been given adequate access to information about Rose Waste as it has requested.
Sample 1
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Investment Intent; Access to Information. The Note Purchaser is not purchasing such Note with a view to the resale, distribution or other disposition thereof in violation of the Securities Act. The Note Purchaser understands that an investment in such Note involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The Note Purchaser has had access to such financial and other information concerning the Issuer and such Note as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of its interest in such Note, including an opportunity to ask questions of and request information from the Note Agent and the Issuer.
Sample 1
Investment Intent; Access to Information. (a) Buyer is acquiring the Litho Stock in good faith solely for its own account with the present intention of holding the Litho Stock for purposes of investment, and Buyer is not acquiring the Litho Stock with a view to or for subdivision, distribution, fractionalization or distribution thereof, in whole or in part, or as an underwriter or conduit to other beneficial owners or subsequent purchasers. Buyer does not have any reason to anticipate any change in circumstances, or other particular occasion or event, which would cause Buyer to attempt to sell, transfer or otherwise dispose of the Litho Stock. (1) Buyer understands that the Litho Stock has not been registered pursuant to the Securities Act or any applicable state securities laws, that the Litho Stock will be characterized as "restricted securities" under federal securities laws, and that under such laws and applicable regulations the Litho Stock cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. (2) Buyer has received and reviewed carefully information regarding Litho and has, to the extent it has deemed necessary or advisable, reviewed the aforementioned information and this Agreement with its investment, tax, accounting and legal advisors who are unaffiliated with and who are not compensated by Litho or Seller (collectively, the "Advisors"). Buyer and the Advisors have been given a full opportunity to ask questions of and to receive answers from Litho and Seller concerning the acquisition of the stock and the business, operations and financial condition of Litho and have received or been given access to such information and documents as are necessary to verify the accuracy of the information furnished to Buyer concerning an investment in the Litho Stock as Buyer or the Advisors have requested.
Sample 1
Investment Intent; Access to Information. (a) The Purchaser is acquiring the Shares to be acquired by the Purchaser in good faith solely for its own account with the present intention of holding such Shares for purposes of investment, and the Purchaser is not acquiring such Shares with a view to or for subdivision, distribution, fractionalization or distribution thereof, in whole or in part, or as an underwriter or conduit to other beneficial owners or subsequent purchasers in any transaction that would not comply with applicable securities laws. (b) The Purchaser has received and reviewed carefully information regarding the Seller and each Subsidiary and has, to the extent it has deemed necessary or advisable, reviewed the aforementioned information and this Agreement with its investment, tax, accounting and legal advisors who are unaffiliated with and who are not compensated by the Seller or any Subsidiary (collectively, the "ADVISORS"). The Purchaser and the Purchaser's Advisors have been given a full opportunity to ask questions of and to receive answers from the Seller and each Subsidiary concerning the acquisition of the Shares to be acquired by the Purchaser and the business, operations and financial condition of the Seller and each Subsidiary and, to the Purchaser's knowledge, have received or been given access to such information and documents as are necessary to verify the accuracy of the information furnished to the Purchaser concerning an investment in such Shares as the Purchaser or its Advisors have requested.
Sample 1
Investment Intent; Access to Information. 8.3.1 Purchaser has been provided with, or has access to, information about the Company sufficient to enable him to make an investment decision with respect to the Brown Shares. 8.3.2 Purchaser is acquiring the Brown Shares for his own account for investment, and not with a view to, xx xor sale in connection with, any distribution, and Purchaser does not intend to sell or otherwise dispose of the Brown Shares at any particular time. 8.3.3 Pxxxxxser (a) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Brown Shares; and (b) is a "sophisticated investor" as such term is intexxxxxed under the Securities Act of 1933, as amended (the "Securities Act"). 8.3.4 The Brown Shares have not been offered to Purchaser by means of a public solxxxxxtion and Purchaser is not aware of any such solicitation 8.3.5 Purchaser has been informed that (a) the Brown Shares have not been registered for resale under the Securities Acx xx any or any applicable state securities law and may not be transferred or otherwise disposed of unless the Brown Shares are subsequently registered under the Securities Act and anx xxxlicable state securities law or an exemption therefrom is available, such exemption being supported by an opinion reasonably acceptable to the Company's counsel; and (b) a legend to the foregoing effect may be placed upon any and all certificates evidencing Purchaser's ownership of the Brown Shares. 8.3.6 Purchaser is aware that Xxxxxr is a member of the Board of Directors of the Company and that, in such capacity, Seller has had access to non-public information concerning the Company including, but not limited to, operating results, financing options, expansion plans, management plans, budgets and discussions of potential transactions. Purchaser confirms that, in connection with the discussions that he has had with Seller regarding the transactions contemplated herein and hereby, Purchaser has not received any non-public information concerning the Company from the Seller, or any employee, agent or representative of the Seller.
Sample 1
Investment Intent; Access to Information. Acquirer is acquiring ---------------------------------------- the equity securities of the Surviving Corporation to be acquired by Acquirer as a result of the Merger for Acquirer's own account and Acquirer has the present intention of holding such equity securities for investment purposes and not with a view to, or for sale in connection with, any public distribution of such equity securities in violation of any federal or state securities law. Acquirer has been furnished with or been given adequate access to information about Target as it has requested.
Sample 1
Investment Intent; Access to Information. Buyer is acquiring the Shares for its own account for investment purposes only and not with a view to any public distribution thereof or with any intention of selling, distributing or otherwise disposing of the Shares in a manner that would violate the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. Buyer agrees that the Shares may not be sold, transferred, offered for sale, pledged hypothecated or otherwise disposed of without registration under the Securities Act and any applicable state securities laws, except pursuant to an exemption from such registration under the Securities Act or such laws. Buyer is able to bear the economic risk of holding the Shares for an indefinite period (including total loss of its investment) and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment. Prior to the date hereof, Buyer has reviewed or been afforded the full opportunity to review all information provided to it by Seller and the Company and has had the opportunity to ask questions of and receive answers to its satisfaction from Seller and the Company concerning the Company and the Shares and to obtain any additional information reasonably requested by it.
Sample 1
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Related to Investment Intent; Access to Information

  • Investment; Access to Data The undersigned has carefully reviewed and understands the risks of, and other considerations relating to, a purchase of the Common Stock and an investment in the Company. The undersigned has been furnished materials relating to the Company, the private placement of the Common Stock or anything else that it has requested and has been afforded the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense. Representatives of the Company have answered all inquiries that the undersigned has made of them concerning the Company, or any other matters relating to the formation and operation of the Company and the offering and sale of the Common Stock. The undersigned has not been furnished any offering literature other than the materials that the Company may have provided at the request of the undersigned; and the undersigned has relied only on such information furnished or made available to the undersigned by the Company as described in this Section. The undersigned is acquiring the Shares for investment for the undersigned's own account, not as a nominee or agent and not with the view to, or for resale in connection with, any distribution thereof. The undersigned acknowledges that the Company is a start-up company with no current operations, assets or operating history, which may possibly cause a loss of Purchaser’s entire investment in the Company.

  • Post-Closing Access to Information For a period of seven (7) years from the Closing Date, except as prohibited by applicable Law, Seller and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 and the Transition Services Agreement, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations.

  • Access to Information Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

  • DISCLOSURE; ACCESS TO INFORMATION The Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has had access to all publicly available information with respect to the Company.

  • Access to Information and Records During the period commencing thirty (30) days prior to the Closing Date, the Seller shall give Buyer, its counsel, accountants and other representatives (i) access during normal business hours to all of the properties, books, records, contracts and documents of the Seller for the purpose of such inspection, investigation and testing as Buyer deems appropriate (and the Seller shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the business and affairs of the Seller as Buyer may request); (ii) access to employees, agents and representatives for the purposes of such meetings and communications as Buyer reasonably desires; and (iii) access to vendors, customers, manufacturers of its machinery and equipment, and others having business dealings with the Seller. Through the Closing Date, the Buyer and its Affiliates shall not disclose any Proprietary Information obtained pursuant to this paragraph to any third parties and until the Closing Date will not use any such Proprietary Information in the Buyer's business or any affiliated business without the prior written consent of the Seller and then only to the extent specified in that consent. Consent may be granted or withheld at the sole discretion of the Seller. The Buyer shall not contact any suppliers, customers, employees, affiliates or associates to circumvent the purposes of this provision. The Buyer shall take all steps reasonably necessary or appropriate to maintain the strict confidentiality of the Proprietary Information through the Closing Date.

  • Confidentiality; Access to Information (a) The parties acknowledge that Company and Parent have previously executed a Confidentiality Agreement], dated as of on or about September 12, 1997 (the "CONFIDENTIALITY AGREEMENT"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms.

  • Power Supply Information and Access to Information POWER SUPPLY INFORMATION

  • Access to Financial Information Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

  • Student Information In the course of providing services during the term of the contract, certain personnel of Consultant may have access to student education records that are subject to the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. 1232g, et seq. and the regulations promulgated there under. Such information confidential and is therefore protected. To the extent that Consultant’s personnel require access to “education records” to perform Services pursuant to this Agreement, such personnel are deemed a “school official,” as each of these terms are defined under FERPA. Consultant agrees that it shall not use education records for any purpose other than in the performance of this contract. Except as required by law, Consultant shall not disclose or share education records with any third party unless permitted by the terms of the contract or to subcontractors who have agreed to maintain the confidentiality of the education records to the same extent required of Consultant under this contract. For the avoidance of doubt, District will be responsible for obtaining any necessary consents from students or parents pursuant to FERPA to provide the information to Consultant. In the event any person(s) seek to access protected education records, whether in accordance with FERPA or other Federal or relevant State law or regulations, the Consultant will immediately inform the District of such request in writing if allowed by law or judicial and/or administrative order. Consultant shall not provide direct access to such data or information or respond to individual requests. Consultant shall only retrieve such data or information upon receipt of, and in accordance with, written directions by the District and shall only provide such data and information to the District. It shall be District’s sole responsibility to respond to requests for data or information received by Vendor regarding District data or information. Should Consultant receive a court order or lawfully issued subpoena seeking the release of such data or information, Consultant shall provide immediate notification to the District of its receipt of such court order or lawfully issued subpoena and shall immediately provide the District with a copy of such court order or lawfully issued subpoena prior to releasing the requested data or information, if allowed by law or judicial and/or administrative order. If Consultant experiences a security breach concerning any education record covered by this contract, then Consultant will immediately notify the District and take immediate steps to limit and mitigate such security breach to the extent possible. The parties agree that any breach of the confidentiality obligation set forth in the contract may, at District’s discretion, result in cancellation of further consideration for contract award and the eligibility for Consultant to receive any information from District for a period of not less than five (5) years. In addition, Consultant agrees to indemnify and hold the District harmless for any loss, cost, damage or expense suffered by the District, including but not limited to the cost of notification of affected persons, as a direct result of the unauthorized disclosure of education records. Upon termination of Agreement, Consultant shall return and/or destroy all data or information received from the District upon, and in accordance with, direction from the District. Consultant shall not retain copies of any data or information received from the District once the District has directed Consultant as to how such information shall be returned to the District and/or destroyed. Furthermore, Consultant shall ensure that they dispose of any and all data or information received from the District in a District-approved manner that maintains the confidentiality of the contents of such records (e.g. shredding paper records, erasing and reformatting hard drives, erasing and/or physically destroying any portable electronic devices).

  • Access to Information Systems Access, if any, to DXC’s Information Systems is granted solely to perform the Services under this Order, and is limited to those specific DXC Information Systems, time periods and personnel as are separately agreed to by DXC and Supplier from time to time. DXC may require Supplier’s employees, subcontractors or agents to sign individual agreements prior to access to DXC’s Information Systems. Use of DXC Information Systems during other time periods or by individuals not authorized by DXC is expressly prohibited. Access is subject to DXC business control and information protection policies, standards and guidelines as may be modified from time to time. Use of any other DXC Information Systems is expressly prohibited. This prohibition applies even when an DXC Information System that Supplier is authorized to access, serves as a gateway to other Information Systems outside Supplier’s scope of authorization. Supplier agrees to access Information Systems only from specific locations approved for access by DXC. For access outside of DXC premises, DXC will designate the specific network connections to be used to access Information Systems.

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