Transactional Exemption. Investor understands that the Shares, Warrant and Warrant Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the applicability of such exemptions and the suitability of Investor to acquire the Shares, Warrant and Warrant Shares.
Transactional Exemption. Investor understands that the February Warrant Shares, Warrant and Warrant Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Investor set forth herein in order to determine the applicability of such exemptions and the suitability of Investor to acquire the February Warrant Shares, Warrant and Warrant Shares.
Transactional Exemption. (a) Notwithstanding anything to the contrary in this Agreement, neither the execution, delivery nor performance by the respective parties thereto of that certain Agreement and Plan of Merger dated as of March 6, 2006 (the “Merger Agreement”), by and among the Company, Public Storage, Inc., a California corporation (“Parent”), and Askl Sub LLC, a Delaware limited liability company and subsidiary of Parent (“Merger Sub”), the execution, delivery and performance by the respective parties thereto of the Voting Agreements (as that term is defined in the Merger Agreement) (the Merger Agreement and the Voting Agreements collectively being referred to herein as the “Transaction Agreements”), nor the consummation of the Merger (as that term is defined in the Merger Agreement) or any other transactions contemplated by the Merger Agreement, shall cause any Person to become an “Acquiring Person” (as that term is defined in Section 1(a) hereof), or give rise to any event that, through passage of time or otherwise, would result in the occurrence of a “Shares Acquisition Date” or a “Distribution Date” (as those terms are defined in Sections 1(l) and 3(a), respectively, of this Agreement).
Transactional Exemption. Lender understands that the Warrants and shares of Common Stock are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Lender set forth herein in order to determine the applicability of such exemptions and the suitability of Lender to acquire the Warrants and shares of Common Stock .
Transactional Exemption. (a) Notwithstanding anything to the contrary in this Agreement, the execution, delivery or performance by the respective parties thereto of, and the consummation of the merger or any other transactions contemplated by, that certain Amended and Restated Agreement and Plan of Merger dated as of June 29, 2008, as amended from time to time (the “Merger Agreement”), by and among the Company, L-1 Identity Solutions, Inc. (“Parent”) and Dolomite Acquisition Co., a Delaware corporation and wholly owned subsidiary of Parent, including but not limited to, the tender offer (the “Offer”) to purchase all outstanding shares of common stock, par value $0.001 per share, of the Company or other actions effected pursuant to the Offer the execution, delivery and performance by the respective parties thereto of the Support Agreement and the Spin-Off Agreements (as such terms are defined in the Merger Agreement) (the Merger Agreement, the Spin-Off Agreements and all other ancillary documents relating to the transactions contemplated therein are collectively referred to herein as the “Transaction Agreements”), shall not cause any Person to become an “Acquiring Person” (as that term is defined in Section 1 hereof), or give rise to any event that, through passage of time or otherwise, would result in the occurrence of a “Stock Acquisition Date,” a “Distribution Date,” a “Section 11(a)(ii) Event” or a “Section 13 Event” (as those terms are defined in Sections 1, 3(a), 11(a)(ii) and 13(a) hereof, respectively).
Transactional Exemption. (a) Notwithstanding anything to the contrary in this Rights Agreement, neither the execution, delivery nor performance by the respective parties thereto of, nor the consummation of the merger or any other transactions contemplated by, that certain Agreement and Plan of Merger dated as of December 1, 2004 (the "Merger Agreement"), by and among ProCyte Corporation ("the Company"), PhotoMedex, Inc. ("PhotoMedex") and Gold Acquisition Corp., a Washington corporation and a wholly owned subsidiary of PhotoMedex, including but not limited to, the execution, delivery and performance by the respective parties thereto of the Stockholders Agreements and Affiliate Agreements (as those terms are defined in the Merger Agreement) (the Merger Agreement, the Stockholders Agreements and the Affiliate Agreements collectively being referred to herein as the "Transaction Agreements"), shall cause any Person to become an "Acquiring Person" (as that term is defined in Section 1 hereof), or give rise to any event that, through passage of time or otherwise, would result in the occurrence of a "Business Combination" or a "Distribution Date" (as those terms are defined in Sections 11(c)(i) and 3(b) hereof, respectively).
Transactional Exemption. (a) Notwithstanding anything to the contrary in this Agreement, neither the execution, delivery nor performance by the respective parties thereto of that certain Agreement and Plan of Merger dated as of February 23, 2009 (as may be amended and/or supplemented, the “Merger Agreement”), by and among the Company, NAF Holdings II, LLC, a Delaware limited liability company (“Parent”), and NAF Acquisition Corp., a Delaware corporation and subsidiary of Parent (“Merger Sub”), nor the consummation of the Offer and the Merger (as such terms are defined in the Merger Agreement) or any other transactions contemplated by the Merger Agreement, shall cause any Person to become an “Acquiring Person” (as that term is defined in Section 1(a) hereof), or give rise to any event that, through passage of time or otherwise, would result in the occurrence of a “Shares Acquisition Date” or a “Distribution Date” (as those terms are defined in Sections 1(dd) and 3(a), respectively, of this Agreement).
Transactional Exemption. (a) Notwithstanding anything to the contrary in this Agreement, neither the execution, delivery and performance by the respective parties thereto, nor consummation of the transactions contemplated by (i) the Agreement and Plan of Merger dated as of October 18, 1995 among the Company, Washington Energy Company ("WECo") and Washington Natural Gas Company or (ii) the Stock Option Agreements dated as of October 18, 1995 between the Company and WECo (together with the Merger Agreement, the "Transaction Agreements") shall cause any Person (as defined in Section 1(i) hereof) to become an "Acquiring Person" (as defined in Section 1(a) hereof), or give rise to any event that, through passage of time, would result in the occurrence of a "Shares Acquisition Date" or a "Distribution Date" (as defined in Sections 1(l) and 3(a) hereof, respectively).
Transactional Exemption. The Rights Agreement is hereby amended by adding the following paragraph (c) to Section 35 of the Rights Agreement:
Transactional Exemption. (a) Notwithstanding anything to the contrary in this Agreement, neither the execution, delivery nor performance by the respective parties thereto of, nor the consummation of the merger or any other transactions contemplated by, that certain Agreement and Plan of Merger dated as of September 6, 2002, as amended by that certain amendment (the "Amendment") dated as of February 18, 2003 (the "Merger Agreement"), by and among the Company, Inverness Medical Innovations, Inc. ("Parent") and Geras Acquisition Corp., a Washington corporation and a wholly owned subsidiary of Parent, including but not limited to, the execution, delivery and performance by the respective parties thereto of the Merger Agreement (as amended by the Amendment), the Amendment, the Voting Agreement (as amended by the Voting Agreement Amendment), the Voting Agreement Amendment, the Loan Agreement Amendment and the Option Agreement (as those terms are defined in the Merger Agreement) (the Merger Agreement (as amended by the Amendment), the Amendment, the Voting Agreement (as amended by the Voting Agreement Amendment), the Voting Agreement Amendment, the Loan Agreement Amendment and the Option Agreement collectively being referred to herein as the "Transaction Agreements"), shall cause any Person to become an "Acquiring Person" (as that term is defined in Section 1(a) hereof), or give rise to any event that, through passage of time or otherwise, would result in the occurrence of a "Shares Acquisition Date" or a "Distribution Date" (as those terms are defined in Sections 1(l) and 3(a) hereof, respectively). Further, for so long as the Merger Agreement is in effect, the "Final Expiration Date" (as defined in Section 7 hereof) shall be the Close of Business on the day immediately preceding the Effective Time (as that term is defined in the Merger Agreement).
