Stockholder Has Adequate Information. Stockholder 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 the Merger Sub or the Parent and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that neither the Merger Sub nor the 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. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder are irrevocable (prior to the Termination Date).
Appears in 6 contracts
Samples: Voting Agreement (Highbury Financial Inc), Voting Agreement (Highbury Financial Inc), Voting Agreement (Affiliated Managers Group Inc)
Stockholder Has Adequate Information. Stockholder 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 the Merger Sub Purchaser or the Parent and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that neither the Merger Sub Purchaser nor the 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. Stockholder acknowledges that the agreements contained herein with respect to the Securities Shares held by Stockholder are irrevocable (prior to the Termination Date).
Appears in 5 contracts
Samples: Merger Agreement (COV Delaware Corp), Merger Agreement (Covidien PLC), Merger Agreement (Ev3 Inc.)
Stockholder Has Adequate Information. Such Stockholder 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 the Merger Sub Purchaser or the Parent and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that neither the Merger Sub Purchaser nor the 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. Each Stockholder acknowledges that the agreements contained herein with respect to the Securities Shares by such Stockholder are irrevocable (prior is irrevocable, except in the event of the termination of this Agreement pursuant to the Termination Date)Section 4.1, below.
Appears in 5 contracts
Samples: Stockholder Support Agreement (Merge Healthcare Inc), Stockholder Support Agreement (Stiefel Laboratories, Inc.), Stockholder Support Agreement (Etrials Worldwide Inc.)
Stockholder Has Adequate Information. Such Stockholder is a sophisticated seller with respect to the Securities Subject 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 Subject Shares and has independently and without reliance upon either the Merger Sub or the Parent and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that neither the Merger Sub nor the 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 or the Merger Agreement. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder are irrevocable (prior to the Termination Date).
Appears in 4 contracts
Samples: Tender and Support Agreement (Anchorage Capital Group, L.L.C.), Tender and Support Agreement (Goodrich Petroleum Corp), Tender and Support Agreement (Goodrich Petroleum Corp)
Stockholder Has Adequate Information. Such Stockholder 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 the Merger Sub Purchaser or the Parent and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that neither the Merger Sub Purchaser nor the 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. Such Stockholder acknowledges that the agreements contained herein with respect to the Securities Shares held by such Stockholder are irrevocable (prior to the Termination Date).
Appears in 3 contracts
Samples: Tender and Voting Agreement (COV Delaware Corp), Tender and Voting Agreement (Ev3 Inc.), Tender and Voting Agreement (Ev3 Inc.)
Stockholder Has Adequate Information. The Stockholder 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 the Merger Acquisition Sub or the Parent and based on such information as the Stockholder has deemed appropriate, made its his or her own analysis and decision to enter into this Agreement. The Stockholder acknowledges that neither the Merger Acquisition Sub nor the 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. The Stockholder acknowledges that the agreements contained herein with respect to the Securities Shares by the Stockholder are irrevocable (prior to the Termination Date)is irrevocable.
Appears in 3 contracts
Samples: Tender and Voting Agreement (VGI Acquisition Corp), Tender and Voting Agreement (VGI Acquisition Corp), Tender and Voting Agreement (VGI Acquisition Corp)
Stockholder Has Adequate Information. Stockholder is a sophisticated seller with respect to the Securities Covered 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 Covered Shares and has independently and without reliance upon either the Merger Sub Purchaser or the Parent and based on such information as Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Stockholder acknowledges that neither the Merger Sub Purchaser nor the 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. Stockholder acknowledges that the agreements contained herein with respect to the Securities Covered Shares held by Stockholder are irrevocable (prior to the Termination Date).
Appears in 2 contracts
Samples: Tender and Support Agreement (Merck & Co. Inc.), Tender and Support Agreement (Warburg Pincus Private Equity IX, L.P.)
Stockholder Has Adequate Information. Such Stockholder 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 the Merger Sub Purchaser or the Parent and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that neither the Merger Sub Purchaser nor the 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. Each Stockholder acknowledges that the agreements contained herein with respect to the Securities Shares by such Stockholder are irrevocable (prior to the Termination Date)is irrevocable.
Appears in 2 contracts
Samples: Stockholder Support Agreement (Stiefel Laboratories, Inc.), Stockholder Support Agreement (Stiefel Laboratories, Inc.)
Stockholder Has Adequate Information. Such Stockholder is a sophisticated seller with respect to the Securities Subject 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 Subject Shares and has independently and without reliance upon either the Parent or Merger Sub or the Parent and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that neither the Parent nor Merger Sub nor the 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. Such Stockholder acknowledges that the agreements contained herein with respect to the Securities Subject Shares by such Stockholder are irrevocable (prior to the Termination Date)irrevocable.
Appears in 2 contracts
Samples: Tender and Support Agreement (Castle Brands Inc), Tender and Support Agreement
Stockholder Has Adequate Information. Such Stockholder 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 the Merger Sub Parent or the Parent Purchaser and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that neither the Merger Sub Parent nor the Parent Purchaser 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. Each Stockholder acknowledges that the agreements contained herein with respect to the Securities Shares by such Stockholder are irrevocable (prior to the Termination Date)is irrevocable.
Appears in 1 contract
Samples: Tender and Support Agreement (Teva Pharmaceutical Industries LTD)
Stockholder Has Adequate Information. Such Stockholder 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 the Merger Sub Parent or the Parent Purchaser and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that neither the Merger Sub Parent nor the Parent Purchaser 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. Each Stockholder acknowledges that the agreements contained herein with respect to the Securities by such Stockholder are irrevocable (prior to the Termination Date)is irrevocable.
Appears in 1 contract
Stockholder Has Adequate Information. Such Stockholder is a sophisticated seller with respect to the Securities stockholder and has adequate information concerning the business and financial condition of the Parent and the Company to make an informed decision regarding the sale of transactions contemplated by the Securities Merger Agreement and has independently and without reliance upon either the Merger Sub Parent or the Parent Company and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that neither the Merger Sub nor the Parent Company 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. Such Stockholder acknowledges that the agreements contained herein with respect to the Securities Subject Shares held by such Stockholder are irrevocable (prior to the Termination Date)irrevocable.
Appears in 1 contract
Samples: Voting and Support Agreement (Hennessy Capital Acquisition Corp II)
Stockholder Has Adequate Information. The Stockholder 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 the Merger Acquisition Sub or the Parent and based on such information as the Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Stockholder acknowledges that neither the Merger Acquisition Sub nor the 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. The Stockholder acknowledges that the agreements contained herein with respect to the Securities Shares by the Stockholder are irrevocable (prior to the Termination Date)is irrevocable.
Appears in 1 contract
Stockholder Has Adequate Information. Such Stockholder is a sophisticated seller with respect to the Securities stockholder and has adequate information concerning the business and financial condition of 7GC and the Company and its Subsidiaries (including Hyros) to make an informed decision regarding the sale of the Securities Transactions and has independently and without reliance upon either the Merger Sub 7GC or the Parent Company and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that neither the Merger Sub nor the Parent Company 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. Such Stockholder acknowledges that the agreements contained herein with respect to the Securities Subject Shares held by such Stockholder are irrevocable (prior to the Termination Date)irrevocable.
Appears in 1 contract
Samples: Voting and Support Agreement (7GC & Co. Holdings Inc.)
Stockholder Has Adequate Information. Such Stockholder is a sophisticated seller with respect to the Securities stockholder and has adequate information concerning the business and financial condition of Purchaser and the Company to make an informed decision regarding the sale of transactions contemplated by the Securities Purchase Agreement and has independently and without reliance upon either the Merger Sub Purchaser or the Parent Seller and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that neither the Merger Sub nor the Parent Seller 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. Such Stockholder acknowledges that the agreements contained herein with respect to the Securities Subject Shares held by such Stockholder are irrevocable (prior to the Termination Date)irrevocable.
Appears in 1 contract
Samples: Voting and Support Agreement (Hennessy Capital Acquisition Corp. III)
Stockholder Has Adequate Information. Such Stockholder is a sophisticated seller with respect to the Securities stockholder and has adequate information concerning the business and financial condition of the Parent and the Company to make an informed decision regarding the sale of transactions contemplated by the Securities Merger Agreement and has independently and without reliance upon either the Merger Sub Parent or the Parent Company and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that neither the Merger Sub nor the Parent Company 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. Such Stockholder acknowledges that the agreements contained herein with respect to the Securities Subject Shares held by such Stockholder are irrevocable (prior to the Termination Date).irrevocable. ARTICLE V
Appears in 1 contract
Samples: Voting and Support Agreement (Independence Contract Drilling, Inc.)
Stockholder Has Adequate Information. Such Stockholder is a sophisticated seller with respect to the Securities stockholder and has adequate information concerning the business and financial condition of the Parent and the Company to make an informed decision regarding the sale of transactions contemplated by the Securities Merger Agreement and has independently and without reliance upon either the Merger Sub Parent or the Parent Company and based on such information as the Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Stockholder acknowledges that neither the Merger Sub nor the Parent Company 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. The Stockholder acknowledges that the agreements contained herein with respect to the Securities Subject Shares held by such Stockholder are irrevocable (prior to the Termination Date)irrevocable.
Appears in 1 contract
Samples: Voting and Support Agreement (Hennessy Capital Acquisition Corp II)