Examples of LandCARE Stock in a sentence
The Stockholder covenants that none of the LandCARE Stock acquired by the Stockholder hereunder will be offered, sold, assigned, hypothecated, transferred or otherwise disposed of by the Stockholder except in full compliance with all applicable securities laws.
The Stockholder (A) has such knowledge, sophistication and experience in business and financial matters that he is capable of evaluating the merits and risks of an investment in the shares of LandCARE Stock, (B) fully understands the nature, scope and duration of any limitations on transfer of LandCARE Stock described in this Agreement and (C) can bear the economic risk of an investment in the shares of LandCARE Stock.
The Stockholder acknowledges and confirms that he has received and reviewed a Prospectus from LandCARE relating to his acquisition of shares of LandCARE Stock hereunder.
The Registration Statement shall have been declared effective by the SEC 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 LandCARE 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 LandCARE 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.
No Stockholder is under any binding commitment or contract to sell, exchange or otherwise dispose of shares of LandCARE Stock to be received as described in Section 3.1 of this Agreement.
For purposes of calculating the value of the LandCARE Stock received by a Stockholder, LandCARE Stock shall be valued at its initial public offering price as set forth in the Registration Statement.
At the Closing, (i) the Stockholder shall deliver to LandCARE the certificates representing the Company Stock, duly endorsed in blank by the Stockholder, or accompanied by blank stock powers, and with all necessary transfer tax and other revenue stamps, acquired at the Stockholder's expense, affixed and canceled, and (ii) LandCARE shall cause its stock transfer agent to deliver to the Stockholder certificates representing the LandCARE Stock as described above.
Prior to the Funding and Consummation Date, LandCARE shall maintain its authorized capital stock as set forth in the Registration Statement filed with the SEC except for such changes in authorized capital stock as are made to respond to comments made by the SEC or requirements of any exchange or automated trading system for which application is made to register the LandCARE Stock and any changes necessary or advisable in order to permit the delivery of the opinion contemplated by Section 8.12 hereof.
Except as set forth above, the LandCARE Stock issued and delivered to the Stockholders shall at the time of such issuance and delivery be free and clear of any liens, security interests, claims or encumbrances of any kind or character.