Common Contracts
30 similar Section 382 Rights Agreement contracts by Beazer Homes Usa Inc, Onvia Inc, Cohen & Co Inc., others
COHEN & COMPANY INC. and COMPUTERSHARE INC. as Rights Agent Section 382 Rights Agreement Dated as of January 2, 2024Section 382 Rights Agreement • January 2nd, 2024 • Cohen & Co Inc. • Security brokers, dealers & flotation companies • New York
WHEREAS, the Company has generated NOLs and NCLs (each, as defined in Section 1 hereof) for United States federal income tax purposes, and such NOLs and NCLs may potentially provide valuable tax benefits to the Company, the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and NCLs and certain other tax benefits and, in furtherance of such objective, the Company desires to enter into this Agreement; and
Section 382 Rights Agreement Dated as of August 14, 2020 by and between ENZON PHARMACEUTICALS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Rights AgentSection 382 Rights Agreement • August 14th, 2020 • Enzon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This SECTION 382 RIGHTS AGREEMENT, dated as of August 14, 2020 (this “Agreement”), is made and entered into by and between Enzon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1 hereof.
Section 382 Rights Agreement Dated as of August 14, 2020 by and between ENZON PHARMACEUTICALS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Rights AgentSection 382 Rights Agreement • August 14th, 2020 • Enzon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This SECTION 382 RIGHTS AGREEMENT, dated as of August 14, 2020 (this “Agreement”), is made and entered into by and between Enzon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1 hereof.
COHEN & COMPANY INC. and COMPUTERSHARE INC. as Rights Agent Section 382 Rights Agreement Dated as of March 10, 2020Section 382 Rights Agreement • March 10th, 2020 • Cohen & Co Inc. • Security brokers, dealers & flotation companies • New York
WHEREAS, the Company has generated NOLs and NCLs (each, as defined in Section 1 hereof) for United States federal income tax purposes, and such NOLs and NCLs may potentially provide valuable tax benefits to the Company, the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and NCLs and certain other tax benefits and, in furtherance of such objective, the Company desires to enter into this Agreement; and
SECTION 382 RIGHTS AGREEMENT dated as of December 18, 2019 between TIVO CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights AgentSection 382 Rights Agreement • December 24th, 2019 • TiVo Corp • Patent owners & lessors • Delaware
This SECTION 382 RIGHTS AGREEMENT, dated as of December 18, 2019 (this “Agreement”), is made and entered into by and between TIVO CORPORATION, a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).
BEAZER HOMES USA, INC.Section 382 Rights Agreement • November 13th, 2019 • Beazer Homes Usa Inc • Operative builders • New York
WHEREAS, the Company has generated NOLs (as defined in Section 1 hereof) for United States federal income tax purposes; and such NOLs may potentially provide valuable tax benefits to the Company; the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and certain other tax benefits; and, in furtherance of such objective, the Company desires to enter into this Agreement; and
SECTION 382 RIGHTS AGREEMENT by and between SCHMITT INDUSTRIES, INC. and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Rights Agent Dated as of July 1, 2019Section 382 Rights Agreement • July 2nd, 2019 • Schmitt Industries Inc • Industrial instruments for measurement, display, and control • Oregon
WHEREAS, the Company and certain of its Subsidiaries (as hereinafter defined) have generated net operating losses for United States federal income tax purposes (“NOLs”);
PARKER DRILLING COMPANYSection 382 Rights Agreement • August 24th, 2018 • Parker Drilling Co /De/ • Drilling oil & gas wells • New York
This Section 382 Rights Agreement, dated as of August 23, 2018 (the “Agreement”), between Parker Drilling Company, a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York (the “Rights Agent”),
SECOND AMENDED AND RESTATED between ONVIA, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of March 20, 2017Section 382 Rights Agreement • March 21st, 2017 • Onvia Inc • Services-business services, nec • Delaware
This SECOND AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT, dated as of March 20, 2017 (the “Agreement”), between Onvia, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”), amends and restates that certain Amended and Restated Section 382 Rights Agreement, dated as of April 24, 2014 (the “First Amended and Restated Rights Agreement”) between the Company and the Rights Agent.
Section 382 Rights Agreement Dated as of August 3, 2016Section 382 Rights Agreement • August 3rd, 2016 • Institutional Financial Markets, Inc. • Security brokers, dealers & flotation companies • New York
WHEREAS, the Company has generated NOLs and NCLs (each, as defined in Section 1 hereof) for United States federal income tax purposes, and such NOLs and NCLs may potentially provide valuable tax benefits to the Company, the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and NCLs and certain other tax benefits and, in furtherance of such objective, the Company desires to enter into this Agreement; and
SECTION 382 RIGHTS AGREEMENT dated as of April 28, 2016 between ROVI CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights AgentSection 382 Rights Agreement • May 4th, 2016 • Rovi Corp • Patent owners & lessors • Delaware
This SECTION 382 RIGHTS AGREEMENT, dated as of April 28, 2016 (this “Agreement”), is made and entered into by and between ROVI CORPORATION, a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).
SECTION 382 RIGHTS AGREEMENT by and between SPECIAL DIVERSIFIED OPPORTUNITIES INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent Dated as of April 28, 2016Section 382 Rights Agreement • April 29th, 2016 • Special Diversified Opportunities Inc. • Miscellaneous chemical products • Delaware
WHEREAS, the Company and certain of its Subsidiaries (as hereinafter defined) have generated net operating losses for United States federal income tax purposes (“NOLs”);
ContractSection 382 Rights Agreement • November 25th, 2015 • Pharmathene, Inc • Pharmaceutical preparations • Delaware
This SECTION 382 RIGHTS AGREEMENT, dated as of November 25, 2015 (this “Agreement”), is made and entered into by and between PharmAthene, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
ContractSection 382 Rights Agreement • November 25th, 2015 • Pharmathene, Inc • Pharmaceutical preparations • Delaware
This SECTION 382 RIGHTS AGREEMENT, dated as of November 25, 2015 (this “Agreement”), is made and entered into by and between PharmAthene, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • October 17th, 2014 • Special Diversified Opportunities Inc. • Miscellaneous chemical products • Delaware
WHEREAS, the Company and certain of its Subsidiaries (as hereinafter defined) have generated net operating losses for United States federal income tax purposes (“NOLs”);
SECTION 382 RIGHTS AGREEMENT by and between UNITEK GLOBAL SERVICES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent Dated as of August 28, 2014Section 382 Rights Agreement • August 29th, 2014 • UniTek Global Services, Inc. • Radiotelephone communications • Delaware
WHEREAS, the Company and certain of its Subsidiaries (as hereinafter defined) have generated net operating losses for United States federal income tax purposes (“NOLs”);
Section 382 Rights Agreement Dated as of May 1, 2014 by and between ENZON PHARMACEUTICALS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Rights AgentSection 382 Rights Agreement • May 1st, 2014 • Enzon Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
This Section 382 Rights Agreement, dated as of May 1, 2014 (this “Agreement”), is made and entered into by and between Enzon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT between ONVIA, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of April 24, 2014Section 382 Rights Agreement • April 29th, 2014 • Onvia Inc • Services-business services, nec • Delaware
This AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT, dated as of April 24, 2014 (the “Agreement”), between Onvia, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”) amends and restates that certain Section 382 Rights Agreement, dated May 4, 2011 (the “Original Rights Agreement”) between the Company and the Rights Agent.
WINLAND ELECTRONICS, INC. and REGISTRAR AND TRANSFER COMPANY as Rights Agent, Section 382 Rights Agreement Dated as of February 27, 2014Section 382 Rights Agreement • February 27th, 2014 • Winland Electronics Inc • Industrial instruments for measurement, display, and control • New Jersey
This SECTION 382 RIGHTS AGREEMENT, dated as of February 27, 2014 (this “Agreement”), by and between Winland Electronics, Inc., a Minnesota corporation (the “Company”), and Registrar and Transfer Company (the “Rights Agent”).
BEAZER HOMES USA, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Section 382 Rights Agreement Dated as of November 6, 2013 Effective as of November 12, 2013Section 382 Rights Agreement • November 7th, 2013 • Beazer Homes Usa Inc • Operative builders • New York
WHEREAS, the Company has generated NOLs (as defined in Section 1 hereof) for United States federal income tax purposes; and such NOLs may potentially provide valuable tax benefits to the Company; the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and certain other tax benefits; and, in furtherance of such objective, the Company desires to enter into this Agreement; and
INSTITUTIONAL FINANCIAL MARKETS, INC. and COMPUTERSHARE SHAREOWNER SERVICES LLC as Rights Agent Section 382 Rights Agreement Dated as of May 9, 2013Section 382 Rights Agreement • May 13th, 2013 • Institutional Financial Markets, Inc. • Security brokers, dealers & flotation companies • New York
WHEREAS, the Company has generated NOLs and NCLs (each, as defined in Section 1 hereof) for United States federal income tax purposes, and such NOLs and NCLs may potentially provide valuable tax benefits to the Company, the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and NCLs and certain other tax benefits and, in furtherance of such objective, the Company desires to enter into this Agreement; and
BROADWIND ENERGY, INC. and WELLS FARGO, NATIONAL ASSOCIATION as Rights Agent, Section 382 Rights Agreement Dated as of February 12, 2013Section 382 Rights Agreement • February 13th, 2013 • Broadwind Energy, Inc. • Nonferrous foundries (castings) • Delaware
This SECTION 382 RIGHTS AGREEMENT, dated as of February 12, 2013 (this “Agreement”), by and between Broadwind Energy, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association (the “Rights Agent”).
SECTION 382 RIGHTS AGREEMENT between ONVIA, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of May 4, 2011Section 382 Rights Agreement • May 5th, 2011 • Onvia Inc • Services-business services, nec • Delaware
WHEREAS, the Company and certain of its Subsidiaries (as hereinafter defined) have generated net operating losses for United States federal income tax purposes (“NOL’s”);
SECTION 382 RIGHTS AGREEMENT between TENET HEALTHCARE CORPORATION and THE BANK OF NEW YORK MELLON as Rights Agent Dated as of January 7, 2011Section 382 Rights Agreement • January 7th, 2011 • Tenet Healthcare Corp • Services-general medical & surgical hospitals, nec • Nevada
WHEREAS, on January 7, 2011 (the “Rights Dividend Declaration Date”), the Board (as hereinafter defined) authorized and declared a dividend distribution of one right (a “Right”) for each share of common stock, par value $.05 per share, of the Company (the “Common Stock”) outstanding at the Close of Business (as hereinafter defined) on January 17, 2011 (the “Record Date”), each Right initially representing the right to purchase one ten-thousandth of a share of Preferred Stock (as hereinafter defined) of the Company, upon the terms and subject to the conditions hereinafter set forth, and further authorized and directed the issuance of one Right (subject to adjustment as provided herein) with respect to each share of Common Stock issued or delivered by the Company after the Record Date but prior to the earlier of the Distribution Date (as hereinafter defined) and the Expiration Date (as hereinafter defined) or as provided in Section 21 hereof.
BEAZER HOMES USA, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Section 382 Rights Agreement Dated as of November 12, 2010Section 382 Rights Agreement • November 16th, 2010 • Beazer Homes Usa Inc • Operative builders • New York
SECTION 382 RIGHTS AGREEMENT between THQ INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of May 12, 2010Section 382 Rights Agreement • May 13th, 2010 • THQ Inc • Services-prepackaged software • Delaware
WHEREAS, on May 11, 2010 (the “Rights Dividend Declaration Date”), the Board (as hereinafter defined) authorized and declared a dividend distribution of one right (a “Right”) for each share of common stock, par value $.01 per share, of the Company (the “Common Stock”) outstanding at the Close of Business (as hereinafter defined) on May 24, 2010 (the “Record Date”), each Right initially representing the right to purchase one one-thousandth of a share of Preferred Stock (as hereinafter defined) of the Company, upon the terms and subject to the conditions hereinafter set forth, and further authorized and directed the issuance of one Right (subject to adjustment as provided herein) with respect to each share of Common Stock issued or delivered by the Company after the Record Date but prior to the earlier of the Distribution Date (as hereinafter defined) and the Expiration Date (as hereinafter defined) or as provided in Section 21 hereof.
COHEN & COMPANY INC. and MELLON INVESTOR SERVICES LLC as Rights Agent Section 382 Rights Agreement Dated as of December 21, 2009Section 382 Rights Agreement • December 28th, 2009 • COHEN & Co INC. • Real estate investment trusts • New York
WHEREAS, the Company has generated NOLs and NCLs (each, as defined in Section 1 hereof) for United States federal income tax purposes, and such NOLs and NCLs may potentially provide valuable tax benefits to the Company, the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and NCLs and certain other tax benefits and, in furtherance of such objective, the Company desires to enter into this Agreement; and
SECTION 382 RIGHTS AGREEMENT between D.R. HORTON, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent Dated as of August 19, 2009Section 382 Rights Agreement • August 20th, 2009 • Horton D R Inc /De/ • Operative builders • Delaware
WHEREAS, on August 19, 2009 (the “Rights Dividend Declaration Date”), the Board (as hereinafter defined) authorized and declared a dividend distribution of one right (a “Right”) for each share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) outstanding at the Close of Business (as hereinafter defined) on August 31, 2009 (the “Record Date”), each Right initially representing the right to purchase one ten-thousandth of a share of Preferred Stock (as hereinafter defined) of the Company, upon the terms and subject to the conditions hereinafter set forth, and further authorized and directed the issuance of one Right (subject to adjustment as provided herein) with respect to each share of Common Stock issued or delivered by the Company after the Record Date but prior to the earlier of the Distribution Date (as hereinafter defined) and the Expiration Date (as hereinafter defined) or as provided in Section 21 hereof.
BEAZER HOMES USA, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Section 382 Rights Agreement Dated as of July 31, 2009Section 382 Rights Agreement • August 3rd, 2009 • Beazer Homes Usa Inc • Operative builders • New York
WHEREAS, the Company has generated NOLs (as defined in Section 1 hereof) for United States federal income tax purposes; and such NOLs may potentially provide valuable tax benefits to the Company; the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and certain other tax benefits; and, in furtherance of such objective, the Company desires to enter into this Agreement; and
SECTION 382 RIGHTS AGREEMENT REINSURANCE GROUP OF AMERICA, INCORPORATED and MELLON INVESTOR SERVICES LLC Rights Agent Dated as of June 2, 2008Section 382 Rights Agreement • June 2nd, 2008 • Reinsurance Group of America Inc • Accident & health insurance • New York
This Section 382 Rights Agreement, dated as of June 2, 2008 (the “Rights Agreement”) is entered into between Reinsurance Group of America, Incorporated, a Missouri corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).
