Common use of Adequate Information Clause in Contracts

Adequate Information. The Stockholder is a sophisticated holder with respect to the Covered Stockholder Shares and has adequate information concerning the Transactions contemplated and concerning the business and financial condition of the Company and Parent 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 the Stockholder has deemed appropriate, made 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

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Adequate Information. The Such Stockholder is a sophisticated holder with respect to the such Stockholder’s 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 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 the such Stockholder has deemed appropriate, made the 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. The Such 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 Parent and Parent 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 the such Stockholder has deemed appropriate, made the 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)

Adequate Information. The Such Stockholder is a sophisticated holder with respect to the its Covered Stockholder Shares and has adequate information concerning the Transactions contemplated Merger and concerning the business and financial condition of the Company and Parent 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 the such Stockholder has deemed appropriate, made the 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. The Such Stockholder is a sophisticated holder party with respect to the Covered Stockholder his Shares and has adequate information concerning the Transactions contemplated and concerning the business and financial condition of the Company and Parent to make an informed decision regarding the matters referred to herein Shares and has independently, independently and without reliance upon the Company, Parent, any of their Affiliates or any of the respective Representatives of the foregoing, Purchasers and based on such information as the such Stockholder has deemed appropriate, made the 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. The Stockholder is a sophisticated holder stockholder and seller with respect to the Covered Stockholder Shares and has adequate information concerning the Transactions contemplated and concerning the business and financial condition of the Company and Parent 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, Parent, any of their Affiliates Company or any of the respective Representatives of the foregoing, Parent and based on such information as the Stockholder has deemed appropriate, made the 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. The Such Stockholder is a sophisticated holder with respect to the Covered Stockholder Shares and has adequate information concerning the Transactions transactions contemplated by this Agreement and the Framework Agreement and concerning the business and financial condition of the Company and Parent to make an informed decision regarding the matters referred to herein and has independently, without reliance upon Slapshot or the Company, Parent, any of their Affiliates or any of the respective Representatives of the foregoing, and based on such information as the such Stockholder has deemed appropriate, made the 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.)

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Adequate Information. The Stockholder is a sophisticated holder stockholder and seller with respect to the Covered Stockholder Shares and has adequate information concerning the Transactions contemplated and concerning the business and financial condition of the Company and Parent 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, Parent, any of their Affiliates Company or any of the respective Representatives of the foregoing, Parent and based on such information as the Stockholder has deemed appropriate, made the 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. The Stockholder is a sophisticated holder with respect to the Covered Stockholder 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 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 the Stockholder has deemed appropriate, made the Stockholder’s own analysis and decision to enter into this Agreement.

Appears in 1 contract

Samples: Voting and Support Agreement (Bowl America Inc)

Adequate Information. The Such Stockholder is a sophisticated holder with respect to the such Stockholder’s 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 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 the such Stockholder has deemed appropriate, made the 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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