RISK FACTORS.
−Removed: “Item 1A, Risk Factors” in our Annual Report on Form 10-K, as supplemented by “Item 1A, Risk Factors” in our quarterly report on Form 10-Q for the quarter ended March 31, 2022, which we refer to as the First Quarter Form 10-Q, includes a discussion of our risk factors.
−Removed: The information presented below updates, and should be read in conjunction with, the risk factors disclosed in our Annual Report on Form 10-K, as supplemented by our First Quarter Form 10-Q.
−Removed: The effects of the events and circumstances described in the following risk factors may have additional effect of heightening many of the risks noted in our Annual Report on Form 10-K, as supplemented by our First Quarter Form 10-Q.
−Removed: Except as presented below, there have been no material changes from the risk factors described in our Annual Report on Form 10-K, as supplemented by our First Quarter Form 10-Q.
−Removed: There may be sales of a substantial amount of our common stock by our current stockholders, and these sales could cause the price of our common stock to fall.
−Removed: As of June 30, 2023, there were 116,263,742 shares of our common stock outstanding, of which 9,040,415 shares are held by INEOS.
−Removed: This represents approximately 8% of our outstanding common stock.
−Removed: Sales of substantial amounts of our common stock in the public market, or the perception that such sales will occur, could adversely affect the market price of our common stock and make it difficult for us to raise funds through securities offerings in the future.
−Removed: In addition, we have registered shares of our common stock that are reserved for issuance under our 2016 Stock Incentive Plan and 2017 Omnibus Incentive Plan, as amended and restated.
−Removed: Provisions in our charter documents and Delaware law may deter takeover efforts that may be beneficial to stockholder value.
−Removed: Provisions in our certificate of incorporation and bylaws and Delaware law could make it harder for a third party to acquire us, even if doing so might be beneficial to our stockholders.
−Removed: These provisions include a classified board of directors and the ability of our board of directors to issue preferred stock without stockholder approval that could be used to dilute a potential hostile acquiror.
−Removed: Our certificate of incorporation imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock other than INEOS and investment funds affiliated with CCMP Capital Advisors, L.P.
−Removed: (“CCMP”), one of our former stockholders.
−Removed: As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these protective measures, and efforts by stockholders to change the direction or management of the company may be unsuccessful.
−Removed: Our certificate of incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities, which could adversely impact our business.
−Removed: INEOS, and the member of our board of directors who is affiliated with INEOS, by the terms of our certificate of incorporation, are not required to offer us any corporate opportunity of which they become aware and can take any such corporate opportunity for themselves or offer it to other companies in which they have an investment.
−Removed: We, by the terms of our certificate of incorporation, expressly renounce any interest or expectancy in any such corporate opportunity to the extent permitted under applicable law, even if the opportunity is one that we or our subsidiaries might reasonably have pursued or had the ability or desire to pursue if granted the opportunity to do so.
−Removed: Our certificate of incorporation may not be amended to eliminate our renunciation of any such corporate opportunity arising prior to the date of any such amendment.
−Removed: INEOS may from time to time acquire and hold interests in businesses that compete directly or indirectly with us, or may pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us.
−Removed: These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations or prospects if INEOS allocates attractive corporate opportunities to themselves or their affiliates instead of to us.
+Added: “Item 1A, Risk Factors” in our Annual Report on Form 10-K, as supplemented by “Item 1A, Risk Factors” in our quarterly report on Form 10-Q for the quarter ended March 31, 2023, which we refer to as the First Quarter Form 10-Q, and by “Item 1A, Risk Factors” in our quarterly report on Form 10-Q for the quarter ended June 30, 2023, which we refer to as the Second Quarter Form 10-Q, includes a discussion of our risk factors.
+Added: The information should be read in conjunction with, the risk factors disclosed in our Annual Report on Form 10-K, as supplemented by our First and Second Quarter Form 10-Q.
+Added: There have been no material changes from the risk factors described in our Annual Report on Form 10-K, as supplemented by our First and Second Quarter Form 10-Q.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.