Common use of Stockholder Has Adequate Information Clause in Contracts

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 Sub or 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 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. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder are irrevocable (prior to the Termination Date), and that Stockholder shall have no recourse to the Securities, Parent or Sub, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.

Appears in 8 contracts

Samples: Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Adolor Corp), Merger Agreement (Cubist Pharmaceuticals Inc)

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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 Sub or 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 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. Stockholder acknowledges that the agreements contained herein with respect to the Securities held by Stockholder are irrevocable (prior to the Termination Date), and that Stockholder shall have no recourse to the Securities, Parent or Sub, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.

Appears in 5 contracts

Samples: Merger Agreement (Covidien PLC), Merger Agreement (Vnus Medical Technologies Inc), Tender and Voting Agreement (Superior Well Services, INC)

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 Sub Purchaser or 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 Sub Purchaser 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. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder are irrevocable (prior to the Termination Date), and that Stockholder shall have no recourse to the Securities, Parent or SubPurchaser, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.

Appears in 4 contracts

Samples: Merger Agreement (Trius Therapeutics Inc), Merger Agreement (Cubist Pharmaceuticals Inc), Tender and Voting Agreement (Trius Therapeutics Inc)

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 Sub the 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 Sub the 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 by Stockholder are irrevocable (prior to the Termination Date), and that Stockholder shall have no recourse to the Securities, the Parent or Subthe Purchaser, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Aspect Medical Systems Inc), Tender and Voting Agreement (First Manhattan Co), Tender and Voting Agreement (Aspect Medical Systems Inc)

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 with respect to the sale of the Securities and has independently and without reliance upon either Merger Sub or 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 Merger 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. Stockholder acknowledges that the agreements contained herein with respect to the Securities by Stockholder are irrevocable (prior to the Termination Date), and that Stockholder shall will have no recourse to the Securities, Parent or Merger Sub, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Invuity, Inc.), Tender Agreement (Invuity, Inc.)

Stockholder Has Adequate Information. Each 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 Sub Buyer or Parent Sprint and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Each Stockholder acknowledges that neither Sub Buyer nor Parent Sprint 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, and that such Stockholder shall have no recourse to the SecuritiesShares, Parent Sprint or SubBuyer, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.

Appears in 2 contracts

Samples: Stockholders Agreement (iPCS, INC), Stockholders Agreement (Sprint Nextel Corp)

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Stockholder Has Adequate Information. Such Stockholder is an “accredited investor” (as defined under the Securities Act of 1933, as amended) and a sophisticated seller investor 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 Covered Shares and has independently and without reliance upon either Sub or Parent (other than reliance on the agreements of Parent contained in the Merger Agreement) 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 Sub nor Parent has not made and neither nor makes any representation or warrantywarranty in this Agreement, whether express or implied, of any kind or character except as expressly set forth in this Agreementcharacter. Such Stockholder acknowledges that the agreements contained herein with respect to the Securities Covered Shares by such Stockholder are irrevocable (prior to the Termination Date)irrevocable, and that the Stockholder shall have no recourse to the Securities, Covered Shares or Parent or Subwith respect to the Covered Shares, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Cherokee International Corp)

Stockholder Has Adequate Information. Stockholder is a sophisticated seller with respect to the Company Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Company Securities and has independently and without reliance upon either Sub Purchaser or 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 Sub Purchaser 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. Stockholder acknowledges that the agreements contained herein with respect to the Company Securities by Stockholder are irrevocable (prior to the Termination Date), and that Stockholder shall have no recourse to the Company Securities, Parent or SubPurchaser, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.

Appears in 1 contract

Samples: Support Agreement (MACOM Technology Solutions Holdings, Inc.)

Stockholder Has Adequate Information. Such Stockholder is a sophisticated seller with respect to the Securities its 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 its Shares and has independently and without reliance upon either Merger Sub or Parent Sprint 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 Merger Sub nor Parent Sprint 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 by Stockholder its Shares are irrevocable (prior to the Termination Date)irrevocable, and that such Stockholder shall have no recourse to the Securitiesits Shares, Parent Sprint or Merger Sub, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.

Appears in 1 contract

Samples: Stockholders Agreement (Sprint Nextel Corp)

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