Examples of CB&I Sub in a sentence
CBI, Sub and IXC have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.
Each of CBI, Sub and its Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the requisite corporate or other power and authority, as the case may be, to carry on its business as now being conducted.
Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing (a) WGI shall sell, convey, assign, transfer and deliver to CB&I Sub, and CB&I Sub shall purchase and acquire from WGI, by delivery of the Cash Amount (as hereinafter defined), 35% of the HBI Shares, and (b) WGI Sub shall sell, convey, assign, transfer and deliver to CB&I, and CB&I shall purchase and acquire from WGI Sub, by delivery of the Stock Consideration, 65% of the HBI Shares.
None of CBI, Sub, IXC or the Exchange Agent shall be liable to any person in respect of any Merger Consideration, any dividends or distributions with respect thereto, or any cash in lieu of fractional shares of CBI Common Stock, in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Seller has full voting power over the HBI Shares subject to no proxy, shareholders agreement or voting trust, and has the full right, power and authority to sell and transfer the HBI Shares to CB&I Sub and CB&I in the manner provided for in this Agreement.
The execution and delivery of this Agreement, the Shareholder Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of CB&I and CB&I Sub, and this Agreement has been duly executed and delivered by CB&I and CB&I Sub.
CBI, Sub and IXC desire to amend the Merger Agreement, upon the terms set forth in this Amendment.
No breach or violation of any Charter Document of CB&I or CB&I Sub has occurred and is continuing that could reasonably be expected to have a Material Adverse Effect.
If the Closing Date Working Capital, as finally determined pursuant to this Section 2.03, is less than the sum of (i) $30,000,000 plus (ii) any amount paid pursuant to Section 6.03(a)(i)(B) (after adding back any amount previously paid by WGI pursuant to Section 2.02(c)), then WGI will pay to CB&I Sub, within two business days, by wire transfer of immediately available funds, the amount of such shortfall.
Such payment shall be deemed an adjustment of the Purchase Price in Section 2.02 in regard to the HBI Shares being acquired by CB&I Sub.