Examples of VPI Stock in a sentence
The exercise price of all options granted under such stock option plan as of the Closing Date will be the price per share of VPI Stock in the IPO, and all such options shall vest in four equal installments commencing on the first anniversary of the Closing Date and on each of the three anniversaries thereafter.
The closing of the sale of the VPI Stock to the Underwriters in the IPO and the acquisitions of at least eight of the Other Founding Companies with aggregate earnings before taxes of at least $8 million for the 12-month period ended December 31, 1997, pursuant to the Other Agreements shall have occurred simultaneously with the Closing Date hereunder.
VPI 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 VPI Stock.
Each of the STOCKHOLDERS is able to bear the economic risk of an investment in the VPI Stock acquired pursuant to this Agreement and can afford to sustain a total loss of such investment and has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the proposed investment in the VPI Stock.
All of the VPI 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 OTHER APPLICABLE SECURITIES LAWS.
Such STOCKHOLDER does not have, or hereby waives, any preemptive or other right to acquire shares of COMPANY Stock or VPI Stock that such STOCKHOLDER has or may have had on the date hereof other than rights of the STOCKHOLDER to acquire VPI Stock pursuant to any option granted by VPI.
The Registration Statement shall have been declared effective by the SEC and the Underwriters 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 VPI Stock to be received by the STOCKHOLDERS is not less than the Minimum Value set forth on Annex III.
The shares of VPI 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.
At any time following the Closing Date, whenever VPI proposes to register any VPI Stock for its own or others' account under the 1933 Act, other than (i) any shelf registration of shares to be used as consideration for acquisitions of additional businesses by VPI and (ii) registrations relating to employee benefit plans, VPI shall give each of the STOCKHOLDERS prompt written notice of its intent to do so.
The STOCKHOLDERS covenant, warrant and represent that none of the shares of VPI 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, the rules and regulations of the SEC and applicable state securities laws.