ACKNOWLEDGEMENTS OF THE PARTIES Sample Clauses

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreementto the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless prior thereto the Investorshall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director By:/s/ J. ▇▇▇▇ ▇▇▇▇▇ J. ▇▇▇▇ ▇▇▇▇▇, CEO

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (A) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of the Company's common stock at any time during a Pricing Period; (B) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (C) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (D) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (A) through (C) above if the Investor effects any transactions in the securities of the Company. [Signature Page Follows] Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP RADTEK, INC. By: ______ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ President EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Amended Articles of Incorporation Amending Par Value of Shares REGISTRATION RIGHTS AGREEMENT (Attached) A-1 OPINION OF COMPANY’S COUNSEL (Attached) B-1 FORM OF PUT NOTICE Date: RE: Put Notice Number Dear ▇▇. ▇▇▇▇▇▇▇▇: This is to inform you that as of today, [Company Name]. an XXXXX corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that: 1. The undersigned is the duly elected ______________ of the Company. 2. There are no fundamental ...

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not short the Common Stock at any time during the Open Period; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than as provided in Section 3.12 of this Agreement; (ii) the Company shall, by 8:30 a.m. EST on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Registered Offering Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ M▇▇▇ ▇▇▇▇▇▇ Name: M▇▇▇ ▇▇▇▇▇▇ Title: Managing Member By: /s/ Z▇▇▇ ▇▇▇▇ Name: Z▇▇▇ ▇▇▇▇ Title: Chief Executive Officer

ACKNOWLEDGEMENTS OF THE PARTIES. The Parties hereby acknowledge and agree as follows: (a) the Common Shares are subject to a statutory hold period of not less than six (6) months and one day from the date of issue; (b) the certificate representing the Common Shares will be endorsed with a legend setting out resale restrictions under applicable securities legislation; (c) the Seller is solely responsible for compliance with applicable hold periods and resale restrictions; and (d) effective at the Closing Time, all other agreements between the Parties relating to the Property (other than as contemplated herein) shall be terminated.

ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (A) subject to Section 3(c) hereof, the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell any of the Company's common stock at any time during a Pricing Period; (B) the Company shall, by 8:30 a.m. Boston Time on the fourth Trading Day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (C) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (D) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (A) through (C) above if the Investor effects any transactions in the securities of the Company.

ACKNOWLEDGEMENTS OF THE PARTIES. (A) Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (I) the Investor makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement and the Investor will comply with the provisions of Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock during the term of this Agreement; (II) the Company shall, on or before the date which is four (4) Trading Days after the Execution Date, file a current report on Form 8-K disclosing the material terms of the transactions contemplated by the Transaction Documents; (III) the Company has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed a written agreement regarding the confidentiality and use of such information; and (IV) the Company understands and confirms that the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any transactions in the securities of the Company.

ACKNOWLEDGEMENTS OF THE PARTIES. A. Employer is presently engaged in the business of developing, renovating, implementing and maintaining computer programs and software products and is headquartered in Chicago, Illinois. B. Employer desires to hire and retain Employee, who [is also a holder of a significant amount of shares of the Corporation,] is a member of the management team of the Employer. Employer and Employee, therefore, wish to enter into an employment agreement (hereinafter "Agreement") which sets forth the specific terms and conditions of Employee's employment with Employer. C. Employee, in the course of his employment with Employer, will frequently come into contact with Employer's clients to such an extent that he might be able to control, in whole or in part, the business and relationships between Employer and its clients and unless prevented from doing so could take with him or otherwise appropriate such business and relationships. D. Employee, during the course of his employment, will have frequent and often close contact with Employer's corporate management staff, Professional Technical Representatives, Account Managers, Technical Service Managers, and other of Employer's staff and executive employees. Employee, during the course of his employment, will also make frequent and often close contact with prospective clients and prospective employees. Solely as a result of Employee's position, he will gain confidential information concerning and relating to the aforestated corporate management staff, Account Managers, Professional Technical Representatives, other of Employer's staff and executive employees, prospective clients and prospective employees, which information is not generally available to Employer's competitors. E. Employer will expend considerable time, money and other resources recruiting, training, making instructions available to and compensating its employees and potential employees, representatives and contractors, and the loss of their services or potential services would constitute a substantial and irreparable injury to Employer. Employer will expend considerable time and money locating and establishing contacts and business relationships with prospective clients, and the loss of the potential benefits of such efforts would constitute a substantial and irreparable injury to Employer. F. Employee acknowledges that during the course of his employment, he will have access to certain secret and confidential matters belonging to Employer including, but not limi...

ACKNOWLEDGEMENTS OF THE PARTIES. A. Employer is presently engaged in the business of developing, renovating, implementing and maintaining computer programs and software products and is headquartered in Chicago, Illinois.