IES Stock definition
Examples of IES Stock in a sentence
Prior to the Consummation Date, IES shall maintain its authorized capital stock as set forth in the Registration Statement filed with the SEC except for stock splits, 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 IES Stock and any changes necessary or advisable in order to permit the delivery of the opinion contemplated by Section 8.12 hereof.
Any amendment or waiver effected in accordance with this Section 18.15 shall be binding upon each of the parties hereto, any other person receiving IES Stock in connection with the purchase and sale of the Company Stock and each future holder of such IES Stock.
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.
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 IES Stock issued and delivered to the Stockholders shall at the time of such issuance and delivery be free and clear of any liens, claims or encumbrances of any kind or character.
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.
That Stockholder's shares of IES Stock so withdrawn shall also be withdrawn from registration; provided, however, that, if by the withdrawal of such shares a greater number of shares of IES Stock held by other Stockholders may be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.
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 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.
All the IES Stock shall bear the following legend in addition to the legend required under Section 15 of this Agreement: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE ACT AND APPLICABLE SECURITIES LAW.