Examples of IES Stock in a sentence
The IES Stock to be acquired by such Stockholders pursuant to this Agreement is being acquired solely for their own respective accounts, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of it in connection with a distribution.
The shares of IES Stock to be issued to the Stockholders pursuant to this Agreement will not be registered under the 1933 Act, except as provided in Section 17 hereof.
That Stockholder's shares of IES Stock so withdrawn shall also be withdrawn from registration; provided, however, that, if by the withdrawal of such shares a greater number of shares of IES Stock held by other Stockholders may be included in such registration, then IES shall offer to all other Stockholders of IES the right to include additional shares in the same proportion used in effecting the above limitations.
Nothing herein, however, shall limit or restrict the rights of any Stockholder to acquire IES Stock pursuant to (i) this Agreement or (ii) any outstanding option granted by IES.
At or prior to the Pricing, the parties shall take all actions necessary to effect the delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the purchase and sale of the Company Stock or the delivery of the IES Stock and cash referred to in Section 3 hereof, each of which actions shall only be taken upon the Consummation Date as herein provided.
The right to cause IES to register shares of IES Stock under this Agreement may be assigned to a transferee or assignee of any Stockholder to the extent that such transferee or assignee is a member of the immediate family of a Stockholder, or a trust or partnership for the benefit of any such persons.
The Registration Statement shall have been declared effective by the SEC and not subject to any stop order proceedings and the underwriters named therein shall have agreed to acquire on a firm commitment basis, subject to the conditions set forth in the underwriting agreement, on terms such that the aggregate value of the cash and the number of shares of IES Stock to be received by the Stockholders is not less than the Minimum Value set forth on Annex I.
The Stockholders acknowledge that the shares of IES Stock to be delivered to the Stockholders pursuant to this Agreement have not been and will not be registered under the 1933 Act (except as provided in Section 17 hereof) and therefore may not be resold without compliance with the 1933 Act.
The Stockholders are able to bear the economic risk of an investment in the IES Stock to be acquired pursuant to this Agreement and can afford to sustain a total loss of such investment.
The closing of the sale of the IES Stock to the Underwriters in the IPO shall have occurred simultaneously with the Consummation Date hereunder.