Stockholder Acknowledgements Sample Clauses

Stockholder Acknowledgements. Stockholder acknowledges as follows:
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Stockholder Acknowledgements. Stockholder acknowledges that (i) Stockholder has a substantial interest in the Company as the holder of a significant number of shares of the Company’s capital stock and, as the Company’s Chief Executive Officer, is a key and significant member of the management of the Company; (ii) the goodwill associated with the existing business, customers, and assets of the Company prior to the Merger is an integral component of the value of the Company to Parent and is reflected in the consideration payable to Stockholder in connection with the Merger, and (iii) Stockholder’s agreement as set forth herein is necessary for the protection of the legitimate business interests of Parent in the Merger and to preserve the value and goodwill of the Company for Parent following the Merger. Stockholder also acknowledges and agrees that the limitations of time, geography, and scope of activity agreed to in this Agreement are reasonable because, among other things: (A) the Company and Parent are engaged in a highly competitive industry, (B) Stockholder has had unique access to the trade secrets and know-how of the Company and Parent, including, without limitation, the plans and strategy (and, in particular, the competitive strategy) of the Company and Parent, (C) Stockholder has accepted employment with Parent in connection with the Merger on terms that Stockholder believes are favorable to him, (D) by virtue of his employment with the Parent, Stockholder will have access to Parent’s trade secrets and know how, including Parent’s plans and strategy (and, in particular, Parent’s competitive strategy), (E) in the event Stockholder’s employment with Parent or Merger Sub Two ended, Stockholder believes he would be able to obtain suitable and satisfactory employment without violation of this Agreement; (F) Stockholder believes that this Agreement provides no more protection than is reasonably necessary to protect Parent’s legitimate interest in the goodwill, trade secrets, and confidential information of the Company, (G) Stockholder has no current intention of engaging in a Competing Business Purpose within the area and the time limits set forth in this Agreement, and (H) Stockholder’s obligations under this Agreement (and the enforcement thereof) will not prevent him from earning a livelihood Stockholder further acknowledges and agrees that (i) the execution and delivery and continuation in force of this Agreement is a material inducement to Parent to execute the Merger Agreement ...
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Stockholder Acknowledgements. The Stockholder acknowledges that the scope of prohibited activities, the geographic boundaries, and the duration of the 2 71 obligations set forth in this Agreement (i) are reasonable and no broader than necessary to protect the legitimate business interests of the Company and the goodwill thereof acquired by TI and (ii) do not and will not impose an unreasonable burden upon the Stockholder.
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Stockholder Acknowledgements. The Stockholder acknowledges that by virtue of his position with Seller he has developed considerable expertise in the business operations of Seller and has had extensive access to trade secrets and other confidential information of Seller. The Stockholder recognizes that Purchaser would be irreparably damaged, and its substantial investment in Seller materially impaired, if the Stockholder were to enter into an activity competing with the business of Seller in violation of the terms of this Agreement or if the Stockholder were to disclose or make unauthorized use of any confidential information concerning the business of Seller (or any subsidiary, successor or acquiror of Seller). Accordingly, the 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 the Stockholder in all respects.
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Stockholder Acknowledgements. (a) Stockholder acknowledges that (i) Stockholder has a substantial interest in Reliant as the holder of a significant number of shares of Reliant Capital Stock and is a key and significant member of the management and technical workforce of Reliant; (ii) the goodwill associated with the existing business, customers, and assets of Reliant prior to the Merger is an integral component of the value of Reliant to Thermage and is reflected in the consideration payable to Stockholder in connection with the Merger, and (iii) Stockholder’s agreement as set forth herein is necessary for the protection of the legitimate business interests of Thermage in the Merger and to preserve the value and goodwill of Reliant for Thermage following the Merger.
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Stockholder Acknowledgements. Each of the Stockholders acknowledge that they (a) are an "accredited investor" as such term is defined under the Securities Act, and (b) have had an adequate opportunity to obtain and review SIMEX's public filings with the Securities Exchange Commission ("SEC") ("SIMEX's Public Information"), including its reports and Forms 10-K and 10-Q for the periods January 1, 2000 through December 31, 2002, and such other information, and to ask such questions from representatives of SIMEX, as would be deemed necessary to permit such Stockholder to evaluate the merits and risks of his, her or its investment in SIMEX and to make an informed investment decision with respect to the transactions contemplated hereby. Probity further acknowledges that the SIMEX Stock has not been registered under either the Securities Act or applicable state securities law, and SIMEX will be relying upon the foregoing representations in issuing the SIMEX Stock in accordance with this Agreement.
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Stockholder Acknowledgements 
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Related to Stockholder Acknowledgements

  • Further Acknowledgements The Executive acknowledges that the Bank shall have obligations to the Executive or any other party under the terms of the Deferred Compensation Agreement which survive its cancellation. The Executive further acknowledges that the Executive has had an opportunity to review documents, consult with counsel and make inquiries of Bank representatives prior to entering into this Agreement and is entering into this Agreement of the Executive’s own free will.

  • Guarantor Acknowledgement Each Guarantor party hereto hereby (i) consents to the modifications to the Credit Agreement contemplated by this Amendment and (ii) acknowledges and agrees that its guaranty pursuant to Section 10.18 of the Credit Agreement is, and shall remain, in full force and effect after giving effect to the Amendment.

  • Tax Acknowledgement In connection with the Severance Benefits provided to Executive pursuant to this Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and Executive shall be responsible for all applicable taxes owed by him with respect to such Severance Benefits under applicable law. Executive acknowledges that he is not relying upon the advice or representation of the Company with respect to the tax treatment of any of the Severance Benefits set forth in this Agreement.

  • Certain Acknowledgements The Participant acknowledges and agrees (i) that the Trust, the Transfer Agent, the Distributor and their respective agents may elect to review any Order placed through the Web Order Site manually before it is executed and that such manual review may result in a delay in execution of such Order; (ii) that during periods of heavy market activity or other times, it may be difficult to place Orders via the Web Order Site and the Participant may place Orders as otherwise set forth in Attachment A; and (iii) that any transaction information, content, or data downloaded or otherwise obtained through the use of the Web Order Site are done at the Participant’s own discretion and risk. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THE FUND CONNECT AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE WEB ORDER SITE IS PROVIDED “AS IS,” “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT ANY WARRANTY OF ANY KIND. SPECIFICALLY, WITHOUT LIMITING THE FOREGOING, ALL WARRANTIES, CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE WEB ORDER SITE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY THE TRUST, THE TRANSFER AGENT, THE DISTRIBUTOR OR THEIR RESPECTIVE AGENTS, AFFILIATES, LICENSORS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO AS TO TITLE, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, UNINTERRUPTED USE, NON-INFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES, CONDITIONS AND OTHER CONTRACTUAL TERMS ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.

  • Intercreditor Acknowledgements and Waivers Section 5.1 Notice of Acceptance and Other Waivers 34 Section 5.2 Modifications to Senior Priority Documents and Junior Priority Documents 35 Page ARTICLE VI

  • Acknowledgement Regarding Purchaser’s Trading Activity Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(e) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

  • Risk Acknowledgement The Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund, whether on a relative or absolute basis. The Adviser understands that investment decisions made for the Fund by the Sub-Adviser are subject to various market, currency, economic, political, business and structure risks and that those investment decisions will not always be profitable.

  • Acknowledgements and Consents Each of the parties hereby acknowledges and consents to the following:

  • Acknowledgements The Borrower hereby acknowledges that:

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