Examples of CST Common Stock in a sentence
In acquiring the CST Common Stock comprising the Equity Consideration, none of the IDR Sellers is offering or selling, and shall not offer or sell such CST Common Stock, in connection with any distribution of any of such CST Common Stock, and each of the IDR Sellers has no participation and shall not participate in any such undertaking or in any underwriting of such an undertaking, in all cases except in compliance with applicable federal and state securities Laws.
Such IDR Sellers understand that the CST Common Stock comprising the Equity Consideration will not have been registered pursuant to the Securities Act or any applicable state securities Laws, that such CST Common Stock shall be characterized as “restricted securities” under federal securities Laws and that under such Laws and applicable regulations such CST Common Stock cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.
Other than any shares of CST Common Stock or Partnership Units underlying CST or Partnership equity awards (other than CST restricted stock), the number of shares of CST Common Stock or Partnership Units set forth on Annex I opposite the name of such Equityholder are the only shares of CST Common Stock or Partnership Units beneficially owned by such Equityholder as of the date of this Agreement.
The IDR Sellers acknowledge that they can bear the economic risk of their investment in the CST Common Stock comprising the Equity Consideration and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of an investment in such CST Common Stock.
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The CST Common Stock to be issued pursuant to this Agreement, when issued and delivered, will be duly authorized, validly issued, fully paid and nonassessable, free and clear of any Liens and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right.
The Piggyback Notice shall offer the Holders the opportunity to include for registration in such Registration Statement the number of shares of CST Common Stock constituting Registrable Securities as they may request (a “Piggyback Registration”).
You have requested our opinion as to the fairness, from a financial point of view, to the holders of CST Common Stock of the Consideration to be received by such holders in the Merger.
If a Holder decides not to include all of its shares of CST Common Stock constituting Registrable Securities in any Registration Statement thereafter filed by CST, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement filed by CST for a CST Public Sale, all upon the terms and conditions set forth herein.
Xxxxxx, Xx. Chief Executive Officer Annex I Equityholder Shares of CST Common Stock Beneficially Owned Partnership Common Units and Subordinated Units Beneficially Owned (3) Shares Subject to CST Equity Awards (other than CST Restricted Stock) Units Subject to Partnership Equity Awards (3) Xxxxxx X.