US Ecology, Inc.
Extract: Charter Amended/Restated (Plain English Desc) from a 8-K on 11/01/2019   Download
SEC Document
SEC Filing

At the Effective Time, the Company’s certificate of incorporation was amended and restated (the “Company Amended Charter”) to be substantially identical to Predecessor US Ecology’s existing certificate of incorporation with the addition of certain provisions to adopt ownership qualifications, restrictions, requirements and procedures to facilitate the Company’s compliance with the U.S. citizenship requirements of the Jones Act. In order to assist the Company in facilitating compliance with the Jones Act following the closing of the Mergers, the Company Amended Charter includes in Article Eighth provisions (1) limiting the ownership of any class or series of Company capital stock by non-U.S. Citizens to 24% (so as to allow a margin of safety under the statutory maximum of 25%), (2) prohibiting the transfer of shares of Company capital stock if doing so would cause the Company to exceed the 24% non-U.S. Citizen ownership threshold (the “Excess Shares” as defined in the proposed Company Amended Charter), (3) authorizing the redemption of Excess Shares, (4) suspending the right to vote and to receive dividends and distributions for such Excess Shares, (5) establishing procedures for the redemption of Excess Shares including providing notice and setting the redemption price, (6) authorizing the Company to make citizenship determinations with respect to the holders of its capital stock, (7) requiring holders (including beneficial holders) of Company capital stock to submit information to establish the citizenship of such holder, and (8) generally authorizing the Board of Directors (the “Board”) of the Company  to take appropriate action to monitor and maintain compliance with the ownership requirements of the Jones Act. In addition to the foregoing, pursuant to the Company Amended Charter, the Company changed its name from “US Ecology Parent, Inc.” to “US Ecology, Inc.”