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EXHIBIT 1
September 19, 1997
Xxxxxxxxxx Securities
Xxxxxx Xxxx LLC
As Representatives of the Several Underwriters
c/x Xxxxxxxxxx Securities
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Innovative Valve Technologies, Inc.
00000 Xxxxxxx Xxxxx, Xxxxx X-000
Xxxxxxx, Xxxxx 00000
RE: Innovative Valve Technologies, Inc. (the "Company")
Ladies & Gentlemen:
The undersigned is an owner of record or beneficially of certain shares of
common stock of The Safe Seal Company, Inc., a Texas corporation ("SSI"),
and/or shares of common stock of the Company (collectively, "Common Stock") or
securities convertible into or exchangeable or exercisable for Common Stock.
The Company proposes to carry out a public offering of Common Stock (the
"Offering") for which you will act as the representatives of the underwriters
for the Offering (the "Underwriters"). In connection with the Offering, SSI
will become a subsidiary of the Company through a merger of a subsidiary of
the Company with and into SSI (the "SSI Merger"). The undersigned recognizes
that the Offering will be of benefit to the undersigned and will benefit the
Company by, among other things, raising additional capital for its operations.
The undersigned acknowledges that you and the other Underwriters are relying
on the representations and agreements of the undersigned contained in this
letter in carrying out the Offering and in entering into underwriting
arrangements with the Company with respect to the Offering.
In consideration of the foregoing, the undersigned hereby agrees that, except
for the conversion of shares of SSI common stock into shares of common stock
of the Company in the SSI Merger, the undersigned will not, without the prior
written consent of Xxxxxxxxxx Securities (which consent may be withheld in its
sole discretion), directly or indirectly, sell, offer, contract or grant any
option to sell (including without limitation any short sale), pledge,
transfer, establish an open "put equivalent position" within the meaning of
Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended, or
otherwise dispose of (any such other action being hereinafter referred to as a
"Transfer") any shares of Common Stock, options or warrants to acquire shares
of Common Stock, or securities exchangeable or exercisable for or convertible
into shares of Common Stock currently or hereafter owned either of record or
beneficially (as defined in Rule 13d-3 under the Securities
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Exchange Act of 1934, as amended) by the undersigned (any such shares or
securities being hereinafter referred to as "Restricted Securities"), or
publicly announce the undersigned's intention to do any of the foregoing, for a
period commencing on the date hereof and continuing through the close of
trading on the date 180 days after the date of the final prospectus relating to
the Offering (the "Prospectus"). Furthermore, the undersigned also agrees that,
except for the conversion of shares of SSI common stock into shares of common
stock of the Company in the SSI Merger, the undersigned will not, without the
prior written consent of the Company (which consent may be withheld in its sole
discretion), directly or indirectly, Transfer any Restricted Securities, or
publicly announce the undersigned's intention to do so, for a period commencing
on the date hereof and continuing through the close of trading on the date that
is two years after the date of the Prospectus.
The undersigned also agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent and registrar against the
transfer of any Restricted Securities held by the undersigned except in
compliance with the foregoing restrictions.
With respect to the Offering only, the undersigned waives (i) any preemptive
rights that might otherwise be applicable to the shares of Common Stock to be
issued and sold by the Company in the Offering and (ii) any registration rights
relating to registration under the Securities Act of 1933, as amended, of any
Common Stock owned either of record or beneficially by the undersigned,
including any rights to receive notice of the Offering.
1 his agreement is irrevocable and will be binding on the undersigned and the
respective successors, heirs, personal representatives and assigns of the
undersigned and shall be for the benefit of the Company and the Underwriters.
ALLWASTE, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
