Intent and Access Clause Samples
The "Intent and Access" clause defines the parties' mutual understanding regarding the purpose of the agreement and the permitted use or access to certain resources, information, or systems. Typically, this clause clarifies what each party is allowed to do under the agreement, such as specifying who can access confidential data or use proprietary technology, and under what circumstances. Its core function is to ensure both parties are aligned on the scope of their rights and responsibilities, thereby preventing misunderstandings or unauthorized use.
Intent and Access. Such Seller is acquiring the shares of Class A Common Stock without a view to the public distribution or resale in violation of any applicable federal or state securities laws. Such Seller acknowledges that the shares of Buyer's Class A Common Stock are not registered under the Securities Act of 1933, as amended or any state securities laws and cannot be sold publicly without registration thereunder or an exemption from such registration. Such Seller understands that certificates for such shares will contain a legend with respect to the restrictions on transfer under federal and applicable state securities laws as well as the fact that the shares are "restricted securities" under such federal and state laws. Such Seller has been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Buyer and its subsidiaries as he believes necessary and has been given the opportunity to ask questions of and receive answers from Buyer and its subsidiaries and their officers concerning Buyer and its subsidiaries. Without limiting the foregoing, such Seller specifically acknowledges the receipt of Buyer's Form 10-K Report for the fiscal year ended September 30, 1997.
Intent and Access. Such Seller is acquiring the shares of Buyer's Common Stock without a view to the public distribution or resale in violation of any applicable federal or state securities laws. Such Seller acknowledges that the shares of Buyer's Common Stock are not registered under the Securities Act of 1933, as amended or any state securities laws and cannot be sold publicly without registration thereunder or an exemption from such registration. Such Seller understands that certificates for such shares will contain a legend with respect to the restrictions on transfer under federal and applicable state securities laws as well as the fact that the shares are "restricted securities" under such federal and state laws. Such Seller has been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Buyer and its subsidiaries as he believes necessary and has been given the opportunity to ask questions of and receive answers from Buyer and its subsidiaries and their officers concerning Buyer and its subsidiaries. Without limiting the foregoing, such Seller specifically acknowledges the receipt of Buyer's Form 10-KSB Report for the fiscal year ended September 30, 1996, Buyer's Proxy Statement dated January 29, 1996, Buyer's 1996 Annual Report to Shareholders, Buyer's Prospectus dated May 29, 1996, Buyer's Current Report on Form 8-K dated June 20, 1996, and Buyer's Current Report on Form 8-K dated November 7, 1996. Notwithstanding the foregoing, Sellers understand that Buyer will promptly undertake to register the Buyer's Common Stock.
Intent and Access. Each Seller is acquiring the shares of New Common Stock without a view to the public distribution or resale in violation of any applicable federal or state securities laws. Seller acknowledges that the shares of New Common Stock to be exchanged hereby are not registered under the Securities Act of 1933, as amended, or any state securities laws and cannot be sold publicly without registration thereunder or an exemption from such registration. Seller understands that certificates for such New Common Stock will contain a legend with respect to the restrictions on transfer under federal and applicable state securities laws as well as the fact that the shares are "restricted securities" under such federal and state laws. Such Seller has been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Delta and its subsidiaries as he believes necessary and has been given the opportunity to ask questions of any receive answers from Delta and its subsidiaries and their officers concerning Delta and its subsidiaries.
Intent and Access. Such Shareholder is acquiring the shares of OneSource's Common Stock and OneSource's Promissory Note without a view to the public distribution or resale in violation of any applicable federal or state securities laws. Such Shareholder acknowledges that the shares of OneSource's Common Stock and OneSource's Promissory Note are not registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and cannot be sold publicly without registration thereunder or an exemption from such registration. Such Shareholder understands that certificates for such shares and such note will contain a legend with respect to the restrictions on transfer under federal and applicable state securities laws as well as the fact that the shares and such note are "restricted securities" under such federal and state laws. Such Shareholder has been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of OneSource and its subsidiaries as he or she, or it believes necessary and has been given the opportunity to ask questions of and receive answers from OneSource and its subsidiaries and their officers concerning One Source and its subsidiaries. Without limiting the foregoing, such Shareholder specifically acknowledges the receipt of OneSource's Form 10-KSB Report for the fiscal year ended December 31, 2003. If a Shareholder becomes aware of any material inaccuracy in any representation or warranty of OneSource prior to Closing, the Shareholder will notify OneSource of such material inaccuracy.
Intent and Access. Buyer is acquiring the membership interests of Company without a view to the distribution or resale of such membership interests in violation of any applicable federal or state securities laws. Buyer has been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Company and its subsidiaries as Buyer believes necessary and have been given the opportunity to ask questions of and receive answers from Company and its subsidiaries and their officers concerning Company and its subsidiaries.
Intent and Access. Buyer is acquiring the Shares and the shares of capital stock of Company's subsidiaries and any other securities owned by Company without a view to the distribution or resale of such stock or securities in violation of any applicable federal or state securities laws. Buyer has been furnished with such information, both financial and non- financial, with respect to the operations, business, capital structure, and financial position of Company and its subsidiaries as Buyer believes necessary and has been given the opportunity to ask questions of and receive answers from Company and its subsidiaries and their officers concerning Company and its subsidiaries.
Intent and Access. Buyer and Acquisition Sub are acquiring the shares of capital stock of Seller’s subsidiaries and any other securities owned by Seller without a view to the distribution or resale of such stock or securities in violation of any applicable federal or state securities laws. Buyer and Acquisition Sub have been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Seller and its subsidiaries as Buyer believes necessary and have been given the opportunity to ask questions of and receive answers from Seller and its subsidiaries and their officers concerning Seller and its subsidiaries.
Intent and Access. Such Shareholder is acquiring the shares of Action Common Stock without a view to the public distribution or resale in violation of any applicable federal or state securities laws. Such Shareholder acknowledges that the shares of Action Common Stock are not registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and cannot be sold publicly without registration thereunder or an exemption from such registration. Such Shareholder understands that certificates for such shares will contain a legend with respect to the restrictions on transfer under federal and applicable state securities laws as well as the fact that the shares are "restricted securities" under such federal and state laws. Such Shareholder has been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Action and its subsidiaries as they believe necessary and have been given the opportunity to ask questions of and receive answers from Action and its subsidiaries and their officers concerning Action and its subsidiaries. Without limiting the foregoing, such Shareholder specifically acknowledges the receipt of Action's Form 10-K Report for the fiscal year ended September 30, 1997, as amended on Form 10-K/A; Action's Form 10-Q for the nine months ended June 30, 1998; Action's Proxy Statement dated January 28, 1998; Action's 1997 Annual Report to Shareholders; and Action's Prospectus dated July 21, 1998.
Intent and Access. Buyer and its Designated Subsidiary have been furnished with such information, both financial and non-financial, with respect to the operations, business, capital structure, and financial position of Seller and its subsidiaries as they believe necessary and have been given the opportunity to ask questions of and receive answers from Seller and its subsidiaries and their officers and managers concerning Seller and its subsidiaries.
Intent and Access. Company and ▇▇▇▇▇▇▇▇ acknowledge receipt, via the ▇▇▇▇▇ system maintained by the Securities and Exchange Commission (the “Commission”), of the following reports filed by Buyer: (a) Buyer’s Annual Report on Form 10-KSB for the year ended December 31, 2004; (b) Buyer’s Definitive Proxy Statement related to its 2005 Annual Meeting of Stockholders; (c) Buyer’s Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 2005; (d) Buyer’s Current Report on Form 8-K dated April 29, 2005 filed with the Commission on May 5, 2005; (e) Form 8-K dated May 20, 2005 filed May 25, 2005; (f) Form 8-K dated June 29, 2005 filed June 30, 2005; and (g) Form S-8 filed June 17, 2005.