Carl Icahn Sample Contracts

SEC Documents
Filings
Personal financials
Insider transactions
Previous Companies
10 percent owner until October 11th, 2012
10 percent owner until August 28th, 2013
director, 10 percent owner until June 10th, 2013
10 percent owner, other: see footnotes 1 - 7 until November 3rd, 2008
other: please see all footnotes until October 9th, 2009
director, 10 percent owner, other: Chairman of the Board until June 30th, 2011
director, 10 percent owner, other: CHAIRMAN OF THE BOARD until March 1st, 2013
director, 10 percent owner until November 21st, 2008
10 percent owner until May 3rd, 2013
10 percent owner until February 17th, 2011
10 percent owner, other: please see all footnotes until September 9th, 2010
10 percent owner until September 17th, 2013
director until August 27th, 2009
10 percent owner until July 27th, 2005
10 percent owner, other: please see all footnotes until November 22nd, 2011
director, 10 percent owner until May 25th, 2012
director, 10 percent owner until November 19th, 2012
10 percent owner until July 5th, 2011
10 percent owner until March 31st, 2005
director, 10 percent owner until May 31st, 2012
10 percent owner, other: see footnotes until April 29th, 2008
10 percent owner until September 12th, 2012
director, 10 percent owner until December 4th, 2008
10 percent owner until October 28th, 2003
10 percent owner, other: please see all footnotes until October 13th, 2011
10 percent owner until November 14th, 2012
other: no longer subject to Sec. 16 until September 3rd, 2013
other: NO LONGER MEMBER OF 10% GROUP until September 12th, 2013
10 percent owner until September 30th, 2003
10 percent owner until June 24th, 2003
director, 10 percent owner until March 24th, 2009
other: please see remarks until October 1st, 2012
10 percent owner until July 25th, 2008
10 percent owner until January 30th, 2012
10 percent owner until July 18th, 2013
10 percent owner until February 26th, 2012
director, 10 percent owner, other: Non-exec. BOD Chair.: FNs 1-5 until July 9th, 2013
other: no longer a 10% holder until March 30th, 2010
Cadus Corp – Cadus Corporation Enters Into Definitive Merger Agreement to be Acquired by Affiliate of Carl C. Icahn for $1.61 per Share in Cash (January 22nd, 2018)

NEW YORK, NY – January 22, 2018 – Cadus Corporation (OTCMKTS: KDUS) (the “Company” or “Cadus”) today announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Starfire Holding Corporation (“Starfire”), an affiliate of Carl C. Icahn and an affiliate of the Company’s controlling stockholders, Barberry Corp. and High River Limited Partnership (collectively, “High River”), pursuant to which Starfire will acquire the Company. Pursuant to the Merger Agreement, upon completion of the transaction, all outstanding shares of Cadus common stock not owned by High River or its affiliates will be converted into the right to receive $1.61 per share in cash, without interest.

Herbalife Ltd. – HERBALIFE AND THE FEDERAL TRADE COMMISSION REACH SETTLEMENT AGREEMENT Settlement Does Not Change Herbalife’s Business Model as a Direct Selling Company Herbalife Board of Directors Frees Carl Icahn to Acquire Up to 34.99% of the Company’s Outstanding Common Shares (July 15th, 2016)

LOS ANGELES – July 15, 2016 -- Global nutrition company Herbalife Ltd. (NYSE: HLF) (“Herbalife” or “the Company”) announced it has reached a settlement agreement with the Federal Trade Commission (“FTC” or the “Commission”) resolving the FTC’s multi-year investigation of the Company. The terms of the settlement do not change Herbalife’s business model as a direct selling company and set new standards for the industry. With the settlement agreement announced today, the FTC’s investigation of Herbalife is complete.

Herbalife Ltd. – Icahn Associates Corp. 767 Fifth Avenue, 47th Floor New York, New York 10153 Attention: Keith Cozza Re: Amended and Restated Support Agreement Ladies and Gentlemen: (March 24th, 2014)

This support agreement (this “Agreement”) amends and restates that original support agreement (the “Original Agreement”) entered into between Herbalife Ltd., a Cayman Islands corporation (the “Company”), Carl C. Icahn and certain affiliated entities of Mr. Icahn, dated February 28, 2013. This Agreement sets forth our understanding and agreement with respect to your investment in and representation on the Board of Directors of the Company (the “Board”) and certain restrictions and limitations to be placed on Mr. Icahn, Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Beckton Corp., Hopper Investments LLC, Barberry Corp., High River Limited Partnership, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., and Icahn Enterprises G.P. Inc. (collectively with you, the “Icahn Parties”). Pursuant to and in accordance with the terms and conditions of the Original Agreement, the Icahn Parties designated, and the Company nominated, two designees of

Herbalife Ltd. – February 28, 2013 (March 1st, 2013)

This support agreement (this “Agreement”) sets forth our understanding and agreement with respect to your investment in and representation on the Board of Directors of Herbalife Ltd., a Cayman Islands corporation (the “Company” and, such Board of Directors, the “Board”) and certain restrictions and limitations to be placed on Carl C. Icahn, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Beckton Corp., Hopper Investments LLC, Barberry Corp., High River Limited Partnership, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., and Icahn Enterprises G.P. Inc. (collectively with you, the “Icahn Parties”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge, by signing this Agreement, the parties agree and acknowledge as

American Railcar Industries, Inc. – Forward Looking Disclaimer Safe Harbor Statement This presentation contains statements relating to expected financial performance, objectives, long-term strategies and/or future business prospects, events and plans that are forward- looking statements. Forward-looking statements represent the Company's estimates and assumptions only as of the date of this presentation. Such statements include, without limitation, statements regarding customer demand for the Company's products, the Company's strategic objectives and long-term strategies, the growth of the Company's leasing business, anticipated (February 26th, 2013)

Forward Looking Disclaimer Safe Harbor Statement This presentation contains statements relating to expected financial performance, objectives, long-term strategies and/or future business prospects, events and plans that are forward-looking statements. Forward-looking statements represent the Company's estimates and assumptions only as of the date of this presentation. Such statements include, without limitation, statements regarding customer demand for the Company's products, the Company's strategic objectives and long-term strategies, the growth of the Company's leasing business, anticipated future production rates, the Company's joint ventures, the Company's backlog and any implication that the Company's backlog may be indicative of future sales. These forward- looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from the results described in or anticipated by the Company's forward-looking statements. Other p

American Railcar Industries, Inc. – Forward Looking Disclaimer Safe Harbor Statement This presentation contains statements relating to expected financial performance, objectives, long-term strategies and/or future business prospects, events and plans that are forward- looking statements. Forward-looking statements represent the Company's estimates and assumptions only as of the date of this presentation. Such statements include, without limitation, statements regarding customer demand for the Company's products, the Company's strategic objectives and long-term strategies, the growth of the Company's leasing business, anticipated (February 7th, 2013)

Forward Looking Disclaimer Safe Harbor Statement This presentation contains statements relating to expected financial performance, objectives, long-term strategies and/or future business prospects, events and plans that are forward-looking statements. Forward-looking statements represent the Company's estimates and assumptions only as of the date of this presentation. Such statements include, without limitation, statements regarding customer demand for the Company's products, the Company's strategic objectives and long-term strategies, the growth of the Company's leasing business, anticipated future production rates, the Company's joint ventures, the Company's backlog and any implication that the Company's backlog may be indicative of future sales. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from the results described in or anticipated by the Company's forward-looking statements. Other po

American Railcar Industries, Inc. – Forward Looking Disclaimer Safe Harbor Statement This presentation contains statements relating to expected financial performance and/or future business prospects, events and plans that are forward-looking statements. Forward- looking statements represent the Company's estimates and assumptions only as of the date of this filing. Such statements include, without limitation, statements regarding customer demand for the Company's products, the Company's strategic objectives, potential improvements in ARI's business and the overall railcar industry, the potential for increased order activity, the (August 16th, 2012)

Forward Looking Disclaimer Safe Harbor Statement This presentation contains statements relating to expected financial performance and/or future business prospects, events and plans that are forward-looking statements. Forward-looking statements represent the Company's estimates and assumptions only as of the date of this filing. Such statements include, without limitation, statements regarding customer demand for the Company's products, the Company's strategic objectives, potential improvements in ARI's business and the overall railcar industry, the potential for increased order activity, the growth of the Company's lease fleet, improved pricing, anticipated future production rates, the Company's joint ventures, the Company's backlog and any implication that the Company's backlog may be indicative of future sales. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from the results described in o

American Railcar Industries, Inc. – Forward Looking Disclaimer Safe Harbor Statement This presentation contains statements relating to expected financial performance and/or future business prospects, events and plans that are forward-looking statements. Forward- looking statements represent the Company's estimates and assumptions only as of the date of this presentation. Such statements include, without limitation, statements regarding the Company's strategic objectives, plans for growth and long-term strategies, customer demand for the Company's products, potential developments in ARI's business and the overall railcar industry, (May 25th, 2012)

Forward Looking Disclaimer Safe Harbor Statement This presentation contains statements relating to expected financial performance and/or future business prospects, events and plans that are forward-looking statements. Forward-looking statements represent the Company's estimates and assumptions only as of the date of this presentation. Such statements include, without limitation, statements regarding the Company's strategic objectives, plans for growth and long-term strategies, customer demand for the Company's products, potential developments in ARI's business and the overall railcar industry, industry trends, the potential for increased order activity, improved pricing, anticipated future production rates, the Company's joint ventures, the Company's manufacturing, leasing and services businesses, the Company's efforts to expand market share domestically and abroad, the Company's backlog and any implication that the Company's backlog may be indicative of future sales. These forward-loo

American Railcar Industries, Inc. – Forward Looking Disclaimer Safe Harbor Statement This presentation contains statements relating to expected financial performance and/or future business prospects, events and plans that are forward-looking statements. Forward- looking statements represent the Company's estimates and assumptions only as of the date of this presentation. Such statements include, without limitation, statements regarding the Company's strategic objectives, plans for growth and long-term strategies, customer demand for the Company's products, potential developments in ARI's business and the overall railcar industry, (May 23rd, 2012)

Forward Looking Disclaimer Safe Harbor Statement This presentation contains statements relating to expected financial performance and/or future business prospects, events and plans that are forward-looking statements. Forward-looking statements represent the Company's estimates and assumptions only as of the date of this presentation. Such statements include, without limitation, statements regarding the Company's strategic objectives, plans for growth and long-term strategies, customer demand for the Company's products, potential developments in ARI's business and the overall railcar industry, industry trends, the potential for increased order activity, improved pricing, anticipated future production rates, the Company's joint ventures, the Company's manufacturing, leasing and services businesses, the Company's efforts to expand market share domestically and abroad, the Company's backlog and any implication that the Company's backlog may be indicative of future sales. These forward-loo

American Railcar Industries, Inc. – American Railcar Industries, Inc. March 2012 Forward Looking Disclaimer Agile Responsive Innovative Safe Harbor StatementThis presentation contains statements relating to expected financial performance and/or future business prospects, events and plans that are forward-looking statements. Forward- looking statements represent the Company's estimates and assumptions only as of the date of this presentation. Such statements include, without limitation, statements regarding potential improvements in ARI's business and the overall railcar industry, statements regarding the Company's joint ventures, (March 8th, 2012)

Forward Looking Disclaimer Agile Responsive Innovative Safe Harbor StatementThis presentation contains statements relating to expected financial performance and/or future business prospects, events and plans that are forward-looking statements. Forward-looking statements represent the Company's estimates and assumptions only as of the date of this presentation. Such statements include, without limitation, statements regarding potential improvements in ARI's business and the overall railcar industry, statements regarding the Company's joint ventures, statements regarding the Company's strategic objectives and long-term strategies, and statements regarding the potential for increased order activity, improved pricing, anticipated future production rates, the Company's backlog and any implication that the Company's backlog may be indicative of future sales and statements regarding anticipated benefits of ARI's relationship with American Railcar Leasing LLC (ARL). These forward-looking stat

Motorola Solutions, Inc. – STOCK PURCHASE AGREEMENT (February 27th, 2012)

Stock Purchase Agreement dated as of February 26, 2012 (this “Agreement”), by and among Motorola Solutions, Inc. (the “Acquiror”), Carl C. Icahn and each of his affiliates listed on Schedule 1 attached hereto (collectively “Icahn”). The parties hereby agree as follows:

American Railcar Industries, Inc. – American Railcar Industries, Inc. February 2012 Forward Looking Disclaimer Agile Responsive Innovative Safe Harbor Statement This presentation contains statements relating to expected financial performance and/or future business prospects, events and plans that are forward-looking statements. Forward- looking statements represent the Company's estimates and assumptions only as of the date of this presentation. Such statements include, without limitation, statements regarding potential improvements in ARI's business and the overall railcar industry, statements regarding the Company's joint ventu (February 10th, 2012)

Forward Looking Disclaimer Agile Responsive Innovative Safe Harbor Statement This presentation contains statements relating to expected financial performance and/or future business prospects, events and plans that are forward-looking statements. Forward-looking statements represent the Company's estimates and assumptions only as of the date of this presentation. Such statements include, without limitation, statements regarding potential improvements in ARI's business and the overall railcar industry, statements regarding the Company's joint ventures, statements regarding the Company's strategic objectives and long-term strategies, and statements regarding the potential for increased order activity, improved pricing, anticipated future production rates, the Company's backlog and any implication that the Company's backlog may be indicative of future sales. These forward- looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ

Icahn Enterprises L.P. – AGREEMENT --------- Agreement made as of the 1st day of October 2011 (the "Effective Date") by and between Icahn Enterprises Holdings LP (the "Employer") and Vincent J. Intrieri residing at 200 East 66th Street, Apt. B1205 New York, New York 10065 ("Employee" or "you"). Capitalized terms used herein have the meanings set forth in Section 14 or as elsewhere defined in this Agreement. RECITALS: The purpose of this agreement (the "Agreement") is to set forth the terms and conditions of Employee's employment with the Employer. Employee and Icahn Management LP and other affiliates of Carl C. Icahn (September 30th, 2011)
Icahn Enterprises L.P. – AGREEMENT (August 9th, 2011)

Agreement dated as of March 31, 2011 (this “Agreement”) among Icahn Enterprises L.P., Icahn Enterprises Holdings LP and Icahn Enterprises G.P. Inc. (collectively, “Icahn Enterprises”), Icahn Onshore LP, Icahn Offshore LP and Icahn Capital LP (collectively, the “General Partner”), Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP (collectively, the “Funds”), Carl C. Icahn, and (solely for purposes of paragraph 4 below) the Employees whose signatures appear below.

American Railcar Industries, Inc. – Forward Looking Disclaimer Agile Responsive Innovative Safe Harbor Statement This presentation contains statements relating to our expected financial performance and future business prospects, events and plans that are forward- looking statements. Forward-looking statements represent the Company’s estimates and assumptions only as of the date of this presentation. Such statements include, without limitation, statements regarding our strategic objectives and long-term strategies, statements regarding our joint ventures, statements regarding potential improvements in the railcar industry, the pot (June 16th, 2010)

This presentation contains statements relating to our expected financial performance and future business prospects,

Adventrx Pharmaceuticals Inc – THIRD AMENDMENT TO RIGHTS AGREEMENT (September 1st, 2009)

This Third Amendment to Rights Agreement (this “Amendment”) is entered into effective as of August 26, 2009 (the “Effective Date”) by and between ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Icahn Partners LP, Icahn Partners Master Fund LP and High River Limited Partnership (collectively, the “Icahn Purchasers”).

Xo Holdings Inc – Contract (August 29th, 2008)

UNDERTAKING (this “Undertaking”) entered into this 28th day of August, 2008, by STARFIRE HOLDING CORPORATION, a Delaware corporation (the “Indemnitor”), for the benefit of XO Holdings, Inc., a Delaware corporation (“XO”) and its subsidiaries (collectively with XO, the “Indemnitees” and each of such Indemnitees individually, an “Indemnitee”).

Motorola Inc – MOTOROLA AND CARL ICAHN REACH AGREEMENT Motorola Board to Nominate William Hambrecht and Keith Meister (April 8th, 2008)

SCHAUMBURG, IL and NEW YORK, NY, 7 April 2008 – Motorola, Inc. (NYSE: MOT) and Carl Icahn today announced that they have reached an agreement under which William R. Hambrecht, founder, chairman and chief executive officer of WR Hambrecht + Co. and co-founder of Hambrecht & Quist, and Keith Meister, a managing director of the Icahn Investment funds and principal executive officer of Icahn Enterprises, will be nominated for election to Motorola's Board of Directors at the 2008 Annual Meeting of Shareholders and included in the Company's 2008 proxy statement. In addition, Mr. Meister has been appointed to serve on the Board, effective immediately.

Adventrx Pharmaceuticals Inc – SECOND AMENDMENT TO RIGHTS AGREEMENT (February 25th, 2008)

This Second Amendment to Rights Agreement (this “Amendment”) is entered into effective as of February 25, 2008 (the “Effective Date”) by and between Adventrx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Icahn Partners LP, Icahn Partners Master Fund LP and High River Limited Partnership (collectively, the “Icahn Purchasers”).

Icahn Enterprises L.P. – Contract (January 7th, 2008)

Reference is made to (i) the Contribution and Exchange Agreement (“Contribution Agreement”) made as of the 8th day of August, 2007, by and among CCI Offshore Corp., a Delaware corporation, CCI Onshore Corp., a Delaware corporation, Icahn Management LP, a Delaware limited partnership, Carl C. Icahn, an individual (“Icahn”), and Icahn Enterprises LP (f/k/a American Real Estate Partners, L.P.), a Delaware limited partnership (“Icahn Enterprises”) and (ii) the Employment Agreement (the “Employment Agreement”) made as of the 8th day of August, 2007, by and between Icahn Enterprises, Icahn’ and Icahn Capital Management LP, a Delaware limited partnership (‘‘Icahn Capital Management”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Contribution Agreement.

American Real Estate Partners L P – EMPLOYMENT AGREEMENT (August 9th, 2007)

THIS EMPLOYMENT AGREEMENT (‘‘Agreement’’) is made and entered into as of the 8th day of August, 2007 (the “Effective Date”), by and between American Real Estate Partners, L.P., a Delaware limited partnership (“AREP”), Icahn Capital Management LP, a Delaware limited partnership (the ‘‘Manager’’ and, together with AREP, the “Employer”), and Carl C. Icahn (‘‘Executive’’). Where the context permits, references to “the Employer” shall include AREP, the Manager and any successor entities thereto. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section 10 herein.

American Real Estate Partners L P – NON-COMPETITION AGREEMENT (August 9th, 2007)

This Non-Competition Agreement, dated as of August __, 2007, is between American Real Estate Partners, L.P. (“AREP”), and Carl C. Icahn (“Icahn”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Contribution and Exchange Agreement (as defined below).

Lear Corp – Unaudited Pro Forma Condensed Consolidated Financial Statements (December 8th, 2006)

On November 8, 2006, Lear Corporation (“Lear”) completed the sale of 8,695,653 shares of its common stock in a private placement to affiliates of and funds managed by Carl C. Icahn for a purchase price of $23 per share (the “Equity Offering”).

American Real Estate Partners L P – Borrowing Base Eurodollar Loans Base Rate Loans Utilization (in basis points) (in basis points) -------------- ----------------- ----------------- < 33% 175.0 75.0 > or = 33% and < 66% 200.0 100.0 > or = 66% and < 85% 225.0 125.0 > or = 85% 250.0 150.0 For purposes of the foregoing, any change in the Applicable Margin will occur automatically without prior notice upon any change in the Borrowing Base Utilization, and each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date (December 29th, 2005)

Person to be Paid Amount to be ------------------------------- Name, Address, etc. Transferred Name Account No. of Transferee Lender -------------- ------------- --------------- -------------------- $_____________ _____________ _______________ ________________________ ________________________ Attention: ____________ $_____________ _____________ _______________ ________________________ ________________________ Attention: ____________ Balance of such The Borrower _________________ ________________________ proceeds Attention: ____________ _______________

American Railcar Industries, Inc./De – AGREEMENT (December 13th, 2005)

ASSET TRANSFER AGREEMENT under Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”), dated as of October 1, 1994, between ACF Industries Incorporated, a New Jersey corporation (“ACF”), American Railcar Industries, a Missouri corporation (“ARI”) and Carl C. Icahn (“Icahn”).

American Real Estate Partners L P – THE ACQUISITIONS (January 25th, 2005)

On December 6, 2004, our indirect subsidiary AREP Oil & Gas LLC, or AREP Oil & Gas, pursuant to a purchase agreement and related assignment and assumption agreement, each dated as of that date, with Thornwood Associates LP, or Thornwood, purchased $27.5 million aggregate principal amount of term notes issued by TransTexas Gas Corporation, or the TransTexas Notes. The purchase price for the TransTexas Notes was $28.2 million, which equaled the principal amount of the TransTexas Notes plus accrued but unpaid interest. Thornwood is controlled by Carl C. Icahn.

Imclone Systems Inc/De – Contact: Andrea F. Rabney or Andrew Merrill or Jason E. Farber David Pitts ImClone Systems Incorporated Abernathy MacGregor (646) 638-5058 (212) 371-5999 For Immediate Release --------------------- IMCLONE SYSTEMS INCORPORATED ADOPTS STOCKHOLDER RIGHTS PLAN New York, NY - February 15, 2002 -- ImClone Systems Incorporated (NASDAQ: IMCL) announced today that its Board of Directors adopted a Stockholder Rights Plan designed to enhance the Board's ability to protect stockholders against, among other things, unsolicited attempts to acquire control of ImClone Systems which do not offer an adequate p (February 19th, 2002)
American Real Estate Partners L P – [Logo of American Real Estate Partners, L.P.] Contact: John P. Saldarelli Secretary and Treasurer (914) 242-7700 FOR IMMEDIATE RELEASE AMERICAN REAL ESTATE PARTNERS, L.P. TO ACQUIRE REMAINING INTEREST IN STRATOSPHERE CORPORATION Mount Kisco, New York, February 1, 2002 - American Real Estate Partners, L.P., (NYSE: ACP) ("AREP") and Stratosphere Corporation ("Stratosphere") announced today that they have entered into a merger agreement under which AREP, through an affiliate, will acquire the remaining shares of Stratosphere that AREP does not currently own. AREP currently owns approximately 51% (February 6th, 2002)
American Real Estate Partners L P – iii AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement"), dated this 1st day of February, 2002 , is by and among STRATOSPHERE CORP., a Delaware corporation (the "Company"), American Real Estate Holdings LIMITED PARTNERSHIP, a Delaware limited partnership ("AREH"), nybor limited partnership, a Delaware limited Partnership ("Nybor") and STRAT MERGER CORP., a Delaware corporation ("Mergerco"). RECITALS A. This Agreement provides for the merger (the "Merger") of Mergerco with and into the Company, with the Company as the surviving corporation in such merger, all in acc (February 6th, 2002)
Cadus Pharmaceutical Corp – EMPLOYMENT AGREEMENT (November 13th, 1998)
National Energy Group Inc – RE: LETTER AGREEMENT (November 14th, 1997)
American Real Estate Partners L P – SUBSCRIPTION GUARANTY (August 6th, 1997)