Shareholder Has Adequate Information. Shareholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon either Sub or Parent and based on such information as Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Shareholder acknowledges that neither Sub nor Parent has made and neither makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Shareholder acknowledges that the agreements contained herein with respect to the Securities by Shareholder is irrevocable, and that Shareholder shall have no recourse to the Securities or Parent, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
Appears in 7 contracts
Samples: Tender Agreement (Applied Graphics Technologies Inc), Tender Agreement (Forrester Research Inc), Tender Agreement (Kagt Holdings Inc)
Shareholder Has Adequate Information. Shareholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon either Sub or Parent and based on such information as Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Shareholder acknowledges that neither Sub nor Parent has made and neither makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Shareholder acknowledges that the agreements contained herein with respect to the Securities by Shareholder is irrevocableare irrevocable (prior to the Termination Date), and that Shareholder shall have no recourse to the Securities Securities, Parent or ParentSub, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Bioenvision Inc), Merger Agreement (Genzyme Corp), Tender and Voting Agreement (Bioenvision Inc)
Shareholder Has Adequate Information. Shareholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities and has independently and without reliance upon either Sub or Parent and based on such information as Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Shareholder acknowledges that neither Sub nor Parent has made and neither makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Shareholder acknowledges that the agreements contained herein with respect to the Securities held by Shareholder is irrevocableare irrevocable (prior to the Termination Date), and that Shareholder shall have no recourse to the Securities Securities, Parent or ParentSub, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Somanetics Corp), Merger Agreement (Covidien PLC), Tender and Voting Agreement (Somanetics Corp)
Shareholder Has Adequate Information. Shareholder is a sophisticated seller with respect to the Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale Merger Agreement, the Merger and the execution of the Securities this Agreement and has independently and without reliance upon either Sub or Parent Buyer and based on such information as Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Shareholder acknowledges that neither Sub nor Parent Buyer has not made and neither makes does not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Shareholder acknowledges that the agreements contained herein with respect to the Securities by Shareholder is irrevocable, and that Shareholder shall have no recourse to the Securities or ParentBuyer, except with respect to breaches of representations, warranties, covenants and agreements by Buyer expressly set forth in this Agreement.
Appears in 1 contract
Shareholder Has Adequate Information. Such Shareholder is a sophisticated seller with respect to the Securities Shares and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Securities Shares and has independently and without reliance upon either Sub or Parent Acquiror and based on such information as such Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Shareholder acknowledges that neither Sub nor Parent Acquiror has not made and neither makes any no representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Each Shareholder acknowledges that the agreements contained herein with respect to the Securities Shares by such Shareholder is irrevocable, and that Shareholder shall have no recourse to the Securities or Parent, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.
Appears in 1 contract
Samples: Tender Agreement (Eurand N.V.)