Shareholder Acknowledgement. Each Shareholder acknowledges and agrees that the provisions of this Agreement have been reviewed and are understood by such Shareholder, and expresses the will and intention of such Shareholder and agrees not to take any action to frustrate the purposes and provisions of this Agreement.
Shareholder Acknowledgement. (a) The Shareholder hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the terms and conditions of this Agreement and any modification of the Loan Documents effected pursuant to this Agreement. The Shareholder further consents and agrees to the application of the funds in the Cash Collateral Account in the manner provided by Section 9(e) of this Agreement.
Shareholder Acknowledgement. The Shareholder hereby acknowledges and agrees that any Subject Shares acquired pursuant to the exercise of Subject Options or the exercise or vesting of convertible securities or acquired in the market, by private agreement or otherwise, from the date hereof to the Effective Date shall be deemed to be subject to the terms hereof as Subject Shares.
Shareholder Acknowledgement. Shareholder acknowledges that Shareholder has read and understands this Agreement, that Shareholder is fully aware of its legal effect and that Shareholder has entered into this Agreement freely based on Shareholder’s own judgment and not on any representations or promises other than those contained in this Agreement.
Shareholder Acknowledgement. Each of the Shareholders hereby --------------------------- acknowledges that he or she (i) has read, understood and approved the provisions of Section 2.03; (ii) acknowledges that the allocation of the Earnout amount among the Shareholders and the shareholders of the Other Company was determined by agreement of the parties hereto and by the parties to the Merger Agreement and that such allocation is fair and reasonable; and (iii) acknowledges that he or she has been advised to seek separate counsel in the execution of this Agreement, both generally and particularly with regard to this Section 2.03.
Shareholder Acknowledgement. Each Cerebellum Shareholder acknowledges that the Adept Common Stock representing the Non-Cash Consideration (if and to the extent issued based on the terms and conditions of this Agreement) will contain the following legends: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR ANY STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD ONLY PURSUANT TO OFFER AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE ACT. THESE SECURITIES MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S (RULES 901 THROUGH 905, AND PRELIMINARY NOTES, OF THE ACT), PURSUANT TO REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.
Shareholder Acknowledgement. 7.1 The Shareholder acknowledges that any Shares received by the Shareholder on the conversion of the convertible debentures of DIRTT held by the Shareholder shall be included in the Shares owned by the Shareholder for all purposes of this Agreement from the date of such conversion.
Shareholder Acknowledgement. Each Shareholder agrees and acknowledges that it has conducted its own independent investigation, review and analysis of the results of operations, prospects, condition (financial or otherwise) and assets of Buyer. In entering into this Agreement, each Shareholder has relied solely upon its own investigation and analysis and the representations and warranties of Buyer set forth in Article V, and each Shareholder acknowledges and agrees that, except for the representations and warranties of Buyer expressly set forth in Article V, neither Buyer nor any of its respective Representatives nor any other Person acting on Buyer’s behalf makes or has made, and such Shareholder is not relying on and has not relied on, any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to such Shareholder or any of its Representatives, or otherwise with respect to Buyer, its business or the Transactions. Without limiting the generality of the foregoing, each Shareholder acknowledges and agrees that neither Buyer nor any of its Representatives or any other Person has made, and such Shareholder is not relying on and has not relied on, any representation or warranty to such Shareholder or any of its Representatives with respect to (a) any projections, estimates or budgets for Buyer or (b) any materials, documents or information relating to Buyer or its business made available to the Company, any Shareholder or any of their respective Representatives in any “data room,” online data site, confidential memorandum, other offering materials or otherwise, except, in the case of (a) and (b), as set forth in the representations and warranties set forth in Article V.
Shareholder Acknowledgement. Each Shareholder acknowledges and agrees that: (i) by virtue of his employment by or consulting relationship with the Company, he or she has or will have access to Confidential Information of the Company, including valuable information about its business operations and methods and entities with whom it does business in various locations throughout the world, and he or she has developed or will develop relationships with the Company’s clients and customers and others with whom it does business in various locations throughout the world; (ii) the Company seeks to acquire Products through Licensing Transactions worldwide and intends to market any such Products on a worldwide basis in competition with other pharmaceutical companies with ophthalmic products; (iii) the Shareholder has highly specialized scientific knowledge in the ophthalmic pharmaceuticals industry that is essential to the Company’s ability to compete within that industry, (iv) this Agreement is being executed contemporaneously with the Loan Agreement dated on or about the date hereof among the Company and PharmaBio, and this Agreement (including this ARTICLE IX) constitutes part of the consideration for the parties entering into such Loan Agreement, and each of the Company and PharmaBio are relying on this Agreement in connection with entering into such Loan Agreement and the Transactions; (v) the Shareholders owns a significant portion of the capital stock of the Company and the Loan Transactions will directly inure to the benefit of Shareholder, and (vi) the “Competitive Business Activities” provisions set forth in this ARTICLE IX are reasonably necessary to protect legitimate business interests of the Company and PharmaBio, are reasonable as to the time, territory and scope of activities which are restricted, do not interfere with public policy or public interest and are described with sufficient accuracy and definiteness to enable such Shareholder to understand the scope of the restrictions imposed upon him or her.
Shareholder Acknowledgement. 11.1 The Shareholder hereby acknowledges that he has reviewed the terms and provisions of this Amendment and consents to the terms and conditions of this Amendment and any modification of the Loan Documents effected pursuant to this Amendment.
