LEGENDING OF SECURITIES; POOLING RESTRICTIONS. The Merger will --------------------------------------------- be accounted for using the pooling-of-interests method of accounting, and accordingly each Shareholder agrees that such Shareholder will not transfer or otherwise reduce such Shareholder's risks relative to the shares of Acquiror Common Stock to be received by each Shareholder upon consummation of the Merger until the date which is one business day after publication by Acquiror of its post-Closing operations for the period which includes at least thirty (30) days of post- Closing combined operations of Acquiror, Company and Nonpareil. Acquiror agrees that it will use its best efforts to publish such results within 60 days after the end of the first fiscal month containing the required 30-day period of post- Closing combined operations, unless the end of such month is also the end of a fiscal quarter of the Acquiror, in which event, Acquiror will use its best efforts to publish such results within 45 days after the end of such month, and that it will notify the undersigned promptly following such publication. Each certificate for Acquiror Common Stock to be issued to the Shareholders as part of the consideration provided in Section 3.1 shall bear the following legend: "The shares represented by this certificate were issued pursuant to a business combination which is accounted for as a "pooling of interests" and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as Mohawk Industries, Inc. ("Mohawk") has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of Mohawk) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of Mohawk) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion reasonably satisfactory to counsel for Mohawk that such sale or transfer is otherwise exempt from the registration requirements of such Act."
Appears in 1 contract
LEGENDING OF SECURITIES; POOLING RESTRICTIONS. The Merger will --------------------------------------------- be accounted for using the pooling-of-interests method of accounting, and accordingly each Shareholder agrees that such Shareholder will not transfer or otherwise reduce such Shareholder's risks relative to the shares of Acquiror Common Stock to be received by each Shareholder upon consummation of the Merger until the date which is one business day after publication by Acquiror of its post-Closing operations for the period which includes at least thirty (30) days of post- Closing combined operations of Acquiror, Company and Nonpareil. Acquiror agrees that it will use its best efforts to publish such results within 60 days after the end of the first fiscal month containing the required 30-day period of post- Closing combined operations, unless the end of such month is also the end of a fiscal quarter of the Acquiror, in which event, Acquiror will use its best efforts to publish such results within 45 days after the end of such month, and that it will notify the undersigned promptly following such publication. Each certificate --------------------------------------------- for Acquiror Common Stock to be issued to the Shareholders as part of the consideration provided in Section 3.1 3.1(c) shall bear the following legend: "The shares represented by this certificate were issued pursuant to a business combination which is accounted for as a "pooling of interests" and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as Mohawk Industries, Inc. ("Mohawk") has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of --- Mohawk) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of Mohawk) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion reasonably satisfactory to counsel for Mohawk that such sale or transfer is otherwise exempt from the registration requirements of such Act."" The Merger will be accounted for using the pooling-of-interests method of accounting, and accordingly each Shareholder agrees that such Shareholder will not transfer or otherwise reduce such Shareholder's risks relative to the shares of Acquiror Common Stock to be received by each Shareholder upon consummation of the Merger until the date which is one business day after publication by Acquiror of its results of post-Closing operations for the period which includes at least thirty (30) days of post-Closing combined operations of Acquiror and Company. Acquiror agrees that it will use its best efforts to publish such results within 60 days after the end of the first fiscal month containing the required thirty (30) day period of post-Closing combined operations, unless the end of such month is also the end of a fiscal quarter of the Acquiror, in which event, Acquiror will use its best efforts to publish such results within 45 days after the end of such month, and that it will notify the Shareholders promptly following such publication. Acquiror shall be entitled to place restrictive legends on the shares of Acquiror Common Stock issued to the Shareholders pursuant to the Merger to enforce the foregoing restrictions.
Appears in 1 contract
LEGENDING OF SECURITIES; POOLING RESTRICTIONS. (a) The Merger shares of ICCE Common Stock to be issued in connection with this Agreement will --------------------------------------------- be accounted for using issued in a transaction exempt from registration under the pooling-of-interests method 1933 Act by reason of accountingSection 4(2) thereof or Regulation D promulgated thereunder, and accordingly each ICCE is relying on the representations of the ACSYS Shareholders with respect to such exemption. Each ACSYS Shareholder understands and agrees that such Shareholder will not stop transfer or otherwise reduce such Shareholder's risks relative instructions with respect to the shares of Acquiror ICCE Common Stock to be received by each ACSYS Shareholder pursuant to the Merger will be given to ICCE's transfer agent and that there will be placed on the certificates for such shares, or shares issued in substitution thereof, a legend stating in substance: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is available. The securities represented by this certificate are subject to the provisions of an Agreement and Plan of Merger, dated as of September 3, 1997, and may not be sold or otherwise transferred, except in accordance therewith. Copies of such agreement may be obtained at the principal executive offices of ICCE, Inc."
(b) Each ACSYS Shareholder agrees that he will not sell, transfer, or otherwise dispose of his interests in, or reduce his risk relative to, any of the shares of ICCE Common Stock into which his shares of ACSYS Common Stock are converted upon consummation of the Merger until such time as ICCE notifies the date which is one business day after publication by Acquiror undersigned that the requirements of its post-Closing operations for the period which includes at least thirty SEC Accounting Series Release Nos. 130 and 135 (30"ASR 130 and 135") days of post- Closing combined operations of Acquiror, Company have been met. Each ACSYS Shareholder understands and Nonpareil. Acquiror agrees that it stop transfer instructions with respect to the shares of ICCE Common Stock received by each ACSYS Shareholder pursuant to the Merger will use its best efforts be given to publish such results within 60 days after the end of the first fiscal month containing the required 30-day period of post- Closing combined operations, unless the end of such month is also the end of a fiscal quarter of the Acquiror, in which event, Acquiror will use its best efforts to publish such results within 45 days after the end of such month, ICCE's transfer agent and that it there will notify be placed on the undersigned promptly following certificates for such publication. Each certificate for Acquiror Common Stock to be shares, or shares issued to the Shareholders as part of the consideration provided in Section 3.1 shall bear the following legendsubstitution thereof, a legend stating in substance: "The shares represented by this certificate were issued pursuant to a business combination which is accounted for as a "pooling of interests" and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as Mohawk IndustriesICCE, Inc. ("Mohawk") has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. ." In additionany decision by ICCE regarding the application of the limitations described in such legend, the words "sell," "transfer," "otherwise dispose of" and "reduce his risk" shall be construed and applied consistent with the criteria of ASR 130 and 135, Staff Accounting Bulletins 75 and 65 and interpretations thereof used by the staff of the SEC.
(c) The foregoing legends will also be placed on any certificate representing securities issued subsequent to the original issuance of the ICCE Common Stock pursuant to the Merger as a result of any transfer of such shares represented by this certificate may not be soldor any stock dividend, transferred stock split, or otherwise disposed of except or unless (1) covered by an effective registration statement under other recapitalization as long as the Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares ICCE Common Stock issued to an individual who is the undersigned pursuant to the Merger has not an affiliate been transferred in such manner to justify the removal of Mohawk) or (ii) Rule 144 (in the case legend therefrom. Upon the request of a ACSYS Shareholder, ICCE shall cause the certificates representing the shares of ICCE Common Stock issued to an individual who is an affiliate the undersigned in connection with the Merger to be reissued free of Mohawk) any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the Rules and Regulations of such Act, or (3) in accordance with a legal opinion reasonably satisfactory to counsel for Mohawk that such sale or transfer is otherwise exempt from the registration requirements of such ActASR 130 and 135 have been met."
Appears in 1 contract
Samples: Merger Agreement (Acsys Inc)
LEGENDING OF SECURITIES; POOLING RESTRICTIONS. (a) The Merger shares of ICCE Common Stock to be issued in connection with this Agreement will --------------------------------------------- be accounted for using issued in a transaction exempt from registration under the pooling-of-interests method 1933 Act by reason of accountingSection 4(2) thereof or Regulation D promulgated thereunder, and accordingly each ICCE is relying on the representations of the Shareholders with respect to such exemption. Each Shareholder understands and agrees that such Shareholder will not stop transfer or otherwise reduce such Shareholder's risks relative instructions with respect to the shares of Acquiror ICCE Common Stock to be received by each Shareholder pursuant to the Merger will be given to ICCE's transfer agent and that, in addition to such legend as may be required pursuant to the Shareholders Joinder Agreement, there will be placed on the certificates for such shares, or shares issued in substitution thereof, a legend stating in substance: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is available. The securities represented by this certificate are subject to the provisions of an Agreement and Plan of Merger dated as of July 25, 1997, and a Registration Rights Agreement, dated as of May 16, 1997, and may not be sold or otherwise transferred, except in accordance therewith. Copies of such agreements may be obtained at the principal executive offices of ICCE, Inc."
(b) Each Shareholder agrees that he will not sell, transfer, or otherwise dispose of his interests in, or reduce his risk relative to, any of the shares of ICCE Common Stock into which his shares of RFCG Common Stock are converted upon consummation of the Merger until such time as ICCE notifies the date which is one business day after publication by Acquiror undersigned that the requirements of its post-Closing operations for the period which includes at least thirty SEC Accounting Series Release Nos. 130 and 135 (30"ASR 130 and 135") days of post- Closing combined operations of Acquiror, Company have been met. Each Shareholder understands and Nonpareil. Acquiror agrees that it stop transfer instructions with respect to the shares of ICCE Common Stock received by each Shareholder pursuant to the Merger will use its best efforts be given to publish such results within 60 days after the end of the first fiscal month containing the required 30-day period of post- Closing combined operations, unless the end of such month is also the end of a fiscal quarter of the Acquiror, in which event, Acquiror will use its best efforts to publish such results within 45 days after the end of such month, ICCE's transfer agent and that it there will notify be placed on the undersigned promptly following certificates for such publication. Each certificate for Acquiror Common Stock to be shares, or shares issued to the Shareholders as part of the consideration provided in Section 3.1 shall bear the following legendsubstitution thereof, a legend stating in substance: "The shares represented by this certificate were issued pursuant to a business combination which is accounted for as a "pooling of interests" and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as Mohawk IndustriesICCE, Inc. ("Mohawk") has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. ." In additionany decision by ICCE regarding the application of the limitations described in such legend, the words "sell," "transfer," "otherwise dispose of" and "reduce his risk" shall be construed and applied consistent with the criteria of ASR 130 and 135, Staff Accounting Bulletins 75 and 65 and interpretations thereof used by the staff of the SEC.
(c) The foregoing legends will also be placed on any certificate representing Buyer securities issued subsequent to the original issuance of the ICCE Common Stock pursuant to the Merger as a result of any transfer of such shares represented by this certificate may not be soldor any stock dividend, transferred stock split, or otherwise disposed of except or unless (1) covered by an effective registration statement under other recapitalization as long as the Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares ICCE Common Stock issued to an individual who is the undersigned pursuant to the Merger has not an affiliate been transferred in such manner to justify the removal of Mohawk) or (ii) Rule 144 (in the case legend therefrom. Upon the request of a Shareholder, ICCE shall cause the certificates representing the shares of ICCE Common Stock issued to an individual who is an affiliate the undersigned in connection with the Merger to be reissued free of Mohawk) any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the Rules and Regulations of such Act, or (3) in accordance with a legal opinion reasonably satisfactory to counsel for Mohawk that such sale or transfer is otherwise exempt from the registration requirements of such ActASR 130 and 135 have been met."
Appears in 1 contract
Samples: Merger Agreement (Acsys Inc)
LEGENDING OF SECURITIES; POOLING RESTRICTIONS. Each certificate --------------------------------------------- for Premiere Common Stock to be issued to the Stockholders as part of the Purchase Price shall bear the following legend: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is available." Because the Merger will --------------------------------------------- be accounted for using the pooling-of-interests method of accounting, and accordingly each Shareholder Stockholder agrees that such Shareholder Stockholder will not sell, transfer or otherwise reduce such ShareholderStockholder's risks relative to the shares of Acquiror VTN Common Stock held by such Stockholder, except as contemplated by this Agreement, and will not sell, transfer or otherwise reduce such Stockholder's risk relative to the shares of Premiere Common Stock to be received by each Shareholder Stockholder upon consummation of the Merger until such time as Premiere notifies the date which is one business day after undersigned that the requirements of SEC Accounting Series Release Nos. 130 and 135 ("ASR 130 and 135") have been met. Each Stockholder understands that ASR 130 and 135 relate to publication by Acquiror of its financial results of post-Closing operations for the period which includes at least thirty (30) days of post- Closing combined operations of Acquiror, Company Premiere and NonpareilVTN covering a period of at least 30 days of post-Closing combined operating results. Acquiror Premiere agrees that it will use its best efforts to publish such results within 60 days after the end of the first fiscal month containing the required 30-day period of post- Closing combined operations, unless the end of such month is also the end of a fiscal quarter of the Acquiror, in which event, Acquiror will use its best efforts to publish such results within 45 days after the end of such month, the first fiscal quarter of Premiere containing the required period of post-Closing combined operations and that it will notify the undersigned promptly following such publication. Each certificate for Acquiror Premiere shall be entitled to place restrictive legends on the shares of Premiere Common Stock to be issued to the Shareholders as part of the consideration provided in Section 3.1 shall bear the following legend: "The shares represented by this certificate were issued Stockholders pursuant to a business combination which is accounted for as a "pooling of interests" and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as Mohawk Industries, Inc. ("Mohawk") has published Merger to enforce the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of Mohawk) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of Mohawk) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion reasonably satisfactory to counsel for Mohawk that such sale or transfer is otherwise exempt from the registration requirements of such Actforegoing restrictions."
Appears in 1 contract
LEGENDING OF SECURITIES; POOLING RESTRICTIONS. Each certificate for --------------------------------------------- Premiere Common Stock to be issued to the Stockholders as part of the Purchase Price shall bear the following legend: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is available." Because the Merger will --------------------------------------------- be accounted for using the pooling-of-interests method of accounting, and accordingly each Shareholder Stockholder agrees that such Shareholder Stockholder will not sell, transfer or otherwise reduce such ShareholderStockholder's risks relative to the shares of Acquiror VTE Common Stock held by such Stockholder, except as contemplated by this Agreement and will not sell, transfer or otherwise reduce such Stockholder's risk relative to the shares of Premiere Common Stock to be received by each Shareholder Stockholder upon consummation of the Merger until such time as Premiere notifies the date which is one business day after undersigned that the requirements of SEC Accounting Series Release Nos. 130 and 135 ("ASR 130 and 135") have been met. Each Stockholder understands that ASR 130 and 135 relate to publication by Acquiror of its financial results of post-Closing operations for the period which includes at least thirty (30) days of post- Closing combined operations of Acquiror, Company Premiere and NonpareilVTE covering a period of at least 30 days of post-Closing combined operating results. Acquiror Premiere agrees that it will use its best efforts to publish such results within 60 days after the end of the first fiscal month containing the required 30-day period of post- Closing combined operations, unless the end of such month is also the end of a fiscal quarter of the Acquiror, in which event, Acquiror will use its best efforts to publish such results within 45 days after the end of such month, the first fiscal quarter of Premiere containing the required period of post-Closing combined operations and that it will notify the undersigned promptly following such publication. Each certificate for Acquiror Premiere shall be entitled to place restrictive legends on the shares of Premiere Common Stock to be issued to the Shareholders as part of the consideration provided in Section 3.1 shall bear the following legend: "The shares represented by this certificate were issued Stockholders pursuant to a business combination which is accounted for as a "pooling of interests" and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as Mohawk Industries, Inc. ("Mohawk") has published Merger to enforce the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of Mohawk) or (ii) Rule 144 (in the case of shares issued to an individual who is an affiliate of Mohawk) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion reasonably satisfactory to counsel for Mohawk that such sale or transfer is otherwise exempt from the registration requirements of such Actforegoing restrictions."
Appears in 1 contract
LEGENDING OF SECURITIES; POOLING RESTRICTIONS. (a) The Merger shares of Acsys Common Stock to be issued in connection with this Agreement will --------------------------------------------- be accounted for using issued in a transaction exempt from registration under the pooling-of-interests method 1933 Act by reason of accountingSection 4(2) thereof or Regulation D promulgated thereunder, and accordingly Acsys is relying on the representations of the Shareholders contained in the Shareholder Voting Agreements and of any other holders of Icon Common Stock or Icon Option contained in the Optionholder Agreements delivered by such holders with respect to such exemption. Each Shareholder understands and agrees (and each Shareholder agrees other holder of Icon Common Stock, by acceptance of their respective Merger Shares, agrees) that such Shareholder will not stop transfer or otherwise reduce such Shareholder's risks relative instructions with respect to the shares of Acquiror Acsys Common Stock to be received by each holder of Icon Common Stock pursuant to the Merger will be given to Acsys's transfer agent and that there will be placed on the certificates for such shares, or shares issued in substitution thereof, a legend stating in substance: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of applicable states or unless an exemption from such registration is available."
(b) Each Shareholder agrees that he will not sell, transfer, or otherwise dispose of his interests in, or reduce his risk relative to, any of the shares of Acsys Common Stock into which his shares of Icon Common Stock are converted upon consummation of the Merger until the date which is one business day after publication by Acquiror such time as Acsys publishes financial results covering at least 30 days of its post-Closing operations for the period which includes at least thirty (30) days of post- Closing Merger combined operations that satisfy the requirements of Acquiror, Company SEC Accounting Series Release Nos. 130 and Nonpareil135 ("ASR 130 and 135"). Acquiror Each Shareholder understands and agrees that it stop transfer instructions with respect to the shares of Acsys Common Stock received by each Shareholder pursuant to the Merger will use its best efforts be given to publish such results within 60 days after the end of the first fiscal month containing the required 30-day period of post- Closing combined operations, unless the end of such month is also the end of a fiscal quarter of the Acquiror, in which event, Acquiror will use its best efforts to publish such results within 45 days after the end of such month, Acsys's transfer agent and that it there will notify be placed on the undersigned promptly following certificates for such publication. Each certificate for Acquiror Common Stock to be shares, or shares issued to the Shareholders as part of the consideration provided in Section 3.1 shall bear the following legendsubstitution thereof, a legend stating in substance: "The shares represented by this certificate were issued pursuant to a business combination which is accounted for as a "pooling of interests" and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as Mohawk IndustriesAcsys, Inc. ("Mohawk") has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. ." In additionany decision by Acsys regarding the application of the limitations described in such legend, the words "sell," "transfer," "otherwise dispose of" and "reduce his risk" shall be construed and applied consistent with the criteria of ASR 130 and 135, Staff Accounting Bulletins 75 and 65 and interpretations thereof used by the staff of the SEC. Within 45 days after the first fiscal quarter ended after the Effective Time in which Acsys and the Surviving Corporation have at least 30 days of post-Merger combined operations, Acsys will "publish" (as such term is used in ASR 130 and 135) financial results for such quarter so as to permit removal of the legend provided in this Section 3.9(b) and Acsys agrees to promptly notify each Shareholder of the publication of such results.
(c) The foregoing legends will also be placed on any certificate representing Acsys securities issued subsequent to the original issuance of the Acsys Common Stock pursuant to the Merger as a result of any transfer of such shares represented by this certificate may not be soldor any stock dividend, transferred stock split, or otherwise disposed of except or unless (1) covered by an effective registration statement under other recapitalization as long as the Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares Acsys Common Stock issued to an individual who is a holder of Icon Common Stock pursuant to the Merger has not an affiliate been transferred in such manner to justify the removal of Mohawk) or (ii) Rule 144 (in the case legend therefrom. Upon the request of a Shareholder, Acsys shall cause the certificates representing the shares of Acsys Common Stock issued to an individual who is an affiliate such Shareholder in connection with the Merger to be reissued free of Mohawk) any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the Rules and Regulations of such Act, or (3) in accordance with a legal opinion reasonably satisfactory to counsel for Mohawk that such sale or transfer is otherwise exempt from the registration requirements of such ActASR 130 and 135 have been met."
Appears in 1 contract
Samples: Merger Agreement (Acsys Inc)
