Examples of CB&I Stock in a sentence
WEDGE's acquisition of shares of CB&I Stock will be for its own account for investment and (subject to the disposition of its property being at all times within its control) not with a present view to, or for sale or other disposition in connection with, any distribution of all or any part of such shares.
If WEDGE does not receive a Funding Notice prior to termination or expiration of the PDM Put Right, upon such termination or expiration, WEDGE's contingent security interest pursuant to the Deed of Pledge shall be deemed released and WEDGE shall return the Contingent Note to CB&I marked "Cancelled" and shall to the extent required pursuant to applicable law or requested by CB&I reasonably cooperate with CB&I to evidence that all shares of CB&I Stock covered by the Deed of Pledge have been released.
However, any shares of CB&I Stock (i) acquired by WEDGE or any of its affiliates by foreclosure pursuant to or in connection with the Deed of Pledge or (ii) to be sold by WEDGE or any of its affiliates in any foreclosure proceeding or process pursuant to or in connection with the Deed of Pledge shall no longer be subject to Articles II, IV, or V of the WEDGE Shareholder Agreement.
WEDGE acknowledges that (x) neither CB&I nor any person representing CB&I has made any representation to WEDGE with respect to CB&I or shares of CB&I Stock other than as contained in this Agreement and (y) WEDGE has had access to such financial and other information concerning CB&I and shares of CB&I Stock as WEDGE has deemed necessary in connection with its investment decision to accept CB&I shares pursuant hereto, including an opportunity to ask questions of and request information from CB&I.
The shares of CBI Stock being acquired under this Agreement are collectively referred to herein as the "Shares".
Each of the Sellers and Purchaser agrees that it will cooperate in the prosecution of any litigation relating to the CBI Stock or with respect to the CBI Purchase Agreement and agrees that, in light of the fact that the indemnification available under that Agreement is limited by a "Ceiling Amount," it will give all other parties hereto ten (10) days written notice prior to asserting any claim against CBI or CB&I Tyler Company for indemnification under the terms of the CBI Purchase Agreement.
Further, no such grant of additional shares of CB&I Stock, additional rights to purchase any such CB&I Stock, any new class or type of security of CB&I or other rights or benefits to CB&I's shareholders as of the date hereof will result by operation of (i) the law of CB&I's Organization State, (ii) any provision of its Charter Documents or (iii) or any combination thereof.
All shares of CB&I Stock issued to WEDGE pursuant to Section 2.03 above shall constitute "Securities" for purposes of the Shareholder Agreement dated as of December 28, 2000 by and between WEDGE Group Incorporated and CB&I and certain shareholders (as amended, the "WEDGE Shareholder Agreement").
In regard to any such Transfer of Excess Shares that (x) occurs prior to the earlier of June 30, 2001 or a Material Breach and (y) is proposed to be consummated by PDM with a third party at a price more than 10% below the then current market price for shares of CB&I Stock, PDM shall provide written notice to CB&I at least one business day in advance of such proposed Transfer in order to allow CB&I to elect in its discretion to exercise its call right as to such Shares pursuant to Section 4.01.
Notwithstanding the foregoing, none of Bancorp, CBI, the Exchange Agent or any other person shall be liable to any former holder of shares of CBI Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.