Examples of METALS Stock in a sentence
The METALS 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.
At any time following the Closing, whenever METALS proposes to register any METALS Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf registration of shares to be used as consideration for acquisitions of additional businesses by METALS and (ii) registrations relating to employee benefit plans, METALS shall give each of the STOCKHOLDERS prompt written notice of its intent to do so.
All the METALS 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.
Such STOCKHOLDER does not have, or hereby waives, any preemptive or other right to acquire shares of COMPANY Stock or METALS Stock that such STOCKHOLDER has or may have had.
The shares of METALS 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.
The METALS 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 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 METALS Stock to be received by the STOCKHOLDERS is not less than the Minimum Value set forth on Annex I.
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 METALS Stock in connection with the Merger and each future holder of such METALS Stock.
The STOCKHOLDERS covenant, warrant and represent that none of the shares of METALS Stock issued to such STOCKHOLDERS will be offered, sold, assigned, pledged, hypothecated, transferred or otherwise disposed of except after full compliance with all of the applicable provisions of the 1933 Act and the rules and regulations of the SEC.
Prior to the Funding and Consummation Date, METALS 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 METALS Stock and any changes necessary or advisable in order to permit the delivery of the opinion contemplated by Section 8.12 hereof.