Examples of SoftBank Party in a sentence
Notwithstanding the foregoing, no representation or warranty is made by T-Mobile with respect to statements made or incorporated by reference therein based on information supplied by Sprint or a SoftBank Party specifically for inclusion or incorporation by reference in the Form S-4 or the Consent Solicitation Statement.
Each SoftBank Party is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power, as the case may be, and authority to carry on its business as now being conducted.
Each SoftBank Party acknowledges that it did not become aware of the transactions contemplated by this Agreement or the TSA through any form of general solicitation or advertising within the meaning of Rule 502 under the Securities Act.
Each SoftBank Party acknowledges that it had a sufficient amount of time to consider whether to enter into this Agreement and such SoftBank Party was not pressured, and had adequate time, to respond to the opportunity to enter into this Agreement.
Each SoftBank Party was given a meaningful opportunity to negotiate the terms of this Agreement.
Each SoftBank Party is (i) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (ii) an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D under the Securities Act, and in each case is acquiring the Securities for investment purposes and solely for its account and not with a view to further distribution or resale in violation of the Securities Act.
Written approval may be obtained through the receipt of electronic mail.
Each SoftBank Party acknowledges and agrees that restrictions may apply to such SoftBank Party as an affiliate of the Company within the meaning of Rule 144 under the Securities Act.
Each SoftBank Party has completed its own independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other advisors in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such SoftBank Party and its particular circumstances.
Each SoftBank Party understands that the transactions contemplated by this Agreement and ownership and investment in the Securities involves substantial risk.