CB&I Stock definition
Examples of CB&I Stock in a sentence
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.
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".
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.
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'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.
The certificates representing shares of the CB&I Stock to be delivered to WEDGE as the PDM Financing Shares will bear a legend substantially as follows: "THE ISSUANCE OF THE SHARES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS.
The amount to be paid by WEDGE to PDM pursuant to Section 1.01 above (the "Funded Amount") shall be equal to $17.15 times the number of shares of CB&I Stock specified in the Funding Notice.
CBI has previously provided Bancorp with a list of the option holders, the date of each option to purchase CBI Common Stock granted, the number of shares subject to each such option, the expiration date of each such option, and the price at which each such option may be exercised under the CBI Stock Plans.