Examples of TCI Stock in a sentence
All the TCI 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.
The closing of the sale of the TCI Stock to the Underwriters in the IPO shall have occurred simultaneously with the Funding and Consummation Date hereunder.
The Stockholders covenant, warrant and represent that none of the shares of TCI 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.
The Stockholders acknowledge that the shares of TCI 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.
The TCI 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.
Prior to the Funding and Consummation Date, TCI 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 TCI Stock and any changes necessary or advisable in order to permit the delivery of the opinion contemplated by Section 8.12 hereof.
No Stockholder is under any binding commitment or contract to sell, exchange or otherwise dispose of shares of TCI Stock to be received as described in Section 3.1 of this Agreement.
Except as set forth above, the TCI 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.
For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement.
The shares of TCI 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.