Common use of Adequate Information Clause in Contracts

Adequate Information. Such Stockholder is a sophisticated holder with respect to the Covered Shares and has adequate information concerning the transactions contemplated by the Merger Agreement and concerning the business and financial condition of Parent and SpinCo to make an informed decision regarding the matters referred to herein and has independently, without reliance upon the Company, and based on such information as such Stockholder has deemed appropriate, made such Stockholder’s own analysis and decision to enter into this Agreement.

Appears in 3 contracts

Samples: Voting and Support Agreement, Voting and Support Agreement (Transportation Systems Holdings Inc.), Voting and Support Agreement (Westinghouse Air Brake Technologies Corp)

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Adequate Information. Such The Stockholder is a sophisticated holder with respect to the Covered Stockholder Shares and has adequate information concerning the transactions Transactions contemplated by the Merger Agreement and concerning the business and financial condition of the Company and Parent and SpinCo to make an informed decision regarding the matters referred to herein and has independently, without reliance upon the Company, Parent, any of their Affiliates or any of the respective Representatives of the foregoing, and based on such information as such the Stockholder has deemed appropriate, made such the Stockholder’s own analysis and decision to enter into this Agreement.

Appears in 3 contracts

Samples: Voting and Support Agreement (Schwab Charles Corp), Voting and Support Agreement (Toronto Dominion Bank), Voting and Support Agreement

Adequate Information. Such Stockholder is a sophisticated holder with respect to the such Stockholder’s Covered Shares and has adequate information concerning the transactions contemplated by the Merger Agreement and concerning the business and financial condition of the Company and Parent and SpinCo to make an informed decision regarding the matters referred to herein and has independently, without reliance upon the Company, Parent, any of their Affiliates or any of the respective Representatives of the foregoing, and based on such information as such Stockholder has deemed appropriate, made such Stockholder’s own analysis and decision to enter into this Agreement.

Appears in 3 contracts

Samples: Voting and Support Agreement (Schwab Charles Corp), Voting and Support Agreement, Voting and Support Agreement

Adequate Information. Such Stockholder is a sophisticated holder party with respect to the Covered his Shares and has adequate information concerning the transactions contemplated by the Merger Agreement and concerning the business and financial condition of Parent and SpinCo the Company to make an informed decision regarding the matters referred to herein Shares and has independently, independently and without reliance upon the Company, Purchasers and based on such information as such Stockholder has deemed appropriate, made such Stockholder’s its own analysis and decision to enter into this Agreement.

Appears in 2 contracts

Samples: Investor Purchase Agreement (Gilman & Ciocia Inc), Voting Agreement (Gilman & Ciocia Inc)

Adequate Information. Such Stockholder is a sophisticated holder with respect to the its Covered Stockholder Shares and has adequate information concerning the transactions contemplated by the Merger Agreement and concerning the business and financial condition of the Company and Parent and SpinCo to make an informed decision regarding the matters referred to herein and has independently, without reliance upon the Company, Parent, any of their Affiliates or any of the respective Representatives of the foregoing, and based on such information as such Stockholder has deemed appropriate, made such Stockholder’s own analysis and decision to enter into this Agreement.

Appears in 2 contracts

Samples: Support Agreement (Golden Gate Private Equity, Inc.), Support Agreement (LiveVox Holdings, Inc.)

Adequate Information. Such The Stockholder is a sophisticated holder stockholder and seller with respect to the Covered Shares and has adequate information concerning the transactions contemplated by the Merger Agreement and concerning the business and financial condition of Parent and SpinCo the Company to make an informed decision regarding the matters referred to herein Merger and the sale of the Shares and has independently, independently and without reliance upon the Company, Company or Parent and based on such information as such the Stockholder has deemed appropriate, made such Stockholder’s its own analysis and decision to enter into this Agreement. The Stockholder acknowledges that the agreements contained herein with respect to the Shares held by such Stockholder are irrevocable prior to the termination of this Agreement in accordance with Section 8.

Appears in 1 contract

Samples: Voting Agreement (Becker Drapkin Management, L.P.)

Adequate Information. Such Stockholder is a sophisticated holder with respect to the such Stockholder’s Covered Shares and has adequate information concerning the transactions contemplated by the Merger Agreement and concerning the business and financial condition of the Company and Parent and SpinCo to make an informed decision regarding the matters referred to herein and has independently, without reliance upon the Company, Parent, any of their controlled Affiliates or any of the respective Representatives of the foregoing, and based on such information as such Stockholder has deemed appropriate, made such Stockholder’s own analysis and decision to enter into this Agreement.

Appears in 1 contract

Samples: Voting and Support Agreement (Td Ameritrade Holding Corp)

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Adequate Information. Such The Stockholder is a sophisticated holder stockholder and seller with respect to the Covered Shares and has adequate information concerning the transactions contemplated by the Merger Agreement and concerning the business and financial condition of Parent and SpinCo the Company to make an informed decision regarding the matters referred to herein Merger and the sale of the Shares and has independently, independently and without reliance upon the Company, Company or Parent and based on such information as such the Stockholder has deemed appropriate, made such Stockholder’s its own analysis and decision to enter into this Agreement. The Stockholder acknowledges that the agreements contained herein with respect to the Shares held by such Stockholder are irrevocable prior to the termination of this Agreement in accordance with Section 9.

Appears in 1 contract

Samples: Voting Agreement (Costamagna Mariano)

Adequate Information. Such Stockholder is a sophisticated holder with respect to the Covered Shares and has adequate information concerning the transactions contemplated by this Agreement and the Merger Framework Agreement and concerning the business and financial condition of Parent and SpinCo the Company to make an informed decision regarding the matters referred to herein and has independently, without reliance upon Slapshot or the Company, and based on such information as such Stockholder has deemed appropriate, made such Stockholder’s own analysis and decision to enter into this Agreement.

Appears in 1 contract

Samples: Voting and Support Agreement (Standard General L.P.)

Adequate Information. Such The Stockholder is a sophisticated holder with respect to the Covered Shares and has adequate information concerning the transactions Merger and the other transaction contemplated by the Merger Agreement and concerning the business and financial condition of the Company and Parent and SpinCo to make an informed decision regarding the matters referred to herein and has independently, without reliance upon the Company, Parent, any of their Affiliates or any of the respective Representatives of the foregoing, and based on such information as such the Stockholder has deemed appropriate, made such the Stockholder’s own analysis and decision to enter into this Agreement.

Appears in 1 contract

Samples: Voting and Support Agreement (Bowl America Inc)

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