Tax Benefits Preservation Plan. The Company has delivered or made available to Parent a correct and complete copy of the Tax Benefits Preservation Plan (the “Tax Benefits Preservation Plan”), dated as of January 5, 2017, entered into between the Company and Computershare Trust Company, N.A., as rights agent, including all exhibits thereto. The Company has taken all necessary action so that neither the execution and delivery of this Agreement nor the Related Agreements, nor the consummation of the Merger and the other transactions contemplated hereby and thereby, will (a) cause the Rights (as defined in the Tax Benefits Preservation Plan) to become exercisable, (b) cause any Person to become an Acquiring Person (as defined in the Tax Benefits Preservation Plan) or (c) give rise to a Distribution Date or a Stock Acquisition Date (as defined in the Tax Benefits Preservation Plan).
Tax Benefits Preservation Plan. Tax Benefits Preservation Plan, Dated as of April 13, 2020 (this “Plan”), between Tidewater Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).
Tax Benefits Preservation Plan. Prior to the Termination Date, the Company agrees to handle any requests for an exemption under the Tax Benefits Preservation Plan on a basis no less favorable than it would treat a request by any other similarly-situated stockholder of the Company for similar relief.
Tax Benefits Preservation Plan. The Board will adopt, no later than the date of the 2010 Annual Meeting, and present to the stockholders of the Company for approval at the 2010 Annual Meeting a customary Tax Benefits Preservation Plan in substantially the form (as determined by a majority of the Board of Directors excluding Xxxx Xxxxxxxx and Xxxxx Xxxxxxxx) of the draft provided to Red Oak on May 13, 2010 (the “NOL Rights Plan”).
Tax Benefits Preservation Plan. TAX BENEFITS PRESERVATION PLAN, dated as of March 16, 2016 (the “Agreement”), between Acacia Research Corporation., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
Tax Benefits Preservation Plan. This Second Amendment (this “Amendment”), dated as of September 2, 2015, to the Amended and Restated Rights Agreement and Tax Benefits Preservation Plan, dated as of September 12, 2012, is entered into between Old Second Bancorp, Inc., a Delaware corporation (the “Company”), and Old Second National Bank, a national banking association headquartered in Aurora, Illinois, as Rights Agent (the “Rights Agent”).
Tax Benefits Preservation Plan. This TAX BENEFITS PRESERVATION PLAN, dated as of July 1, 2020 (this “Agreement”), by and between XxxxXxxxx Energy Inc., 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”).
Tax Benefits Preservation Plan. This Tax Benefits Preservation Plan (this “Plan”), dated as of July 21, 2011 between Capitol Bancorp Ltd., a Michigan corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company (the “Rights Agent”).
Tax Benefits Preservation Plan. The Board of Directors of the Company (the “Board”) has determined that Purchaser shall be deemed an Exempt Person (as defined in the TBPP such that it is permitted to become the Beneficial Owner (as defined in the TBPP) of the Warrants and the shares) of Common Stock or Preferred Stock which may be acquired upon exercise of the Warrants, and shares of Common Stock which may be acquired upon the conversion of the Preferred Stock into Common Stock, without Purchaser being deemed an Acquiring Person (as defined in the TBPP), that the shares of Common Stock and Preferred Stock which may be acquired upon the exercise of either of the Warrants and the shares of Common Stock which may be acquired upon the conversion of Preferred Stock into Common Stock have been determined to be to an Exempted Amount (as defined in the TBPP), and the Rights (as defined in the TBPP) shall not become exercisable under the TBPP as a result of the approval, execution and delivery of this Agreement, the public announcement or disclosure of this Agreement or any of the transactions contemplated hereby, the purchase and sale of either of the Warrants pursuant to this Agreement, the issuance of shares of Common Stock or shares of Preferred Stock upon exercise of either of the Warrants or conversion of shares of Preferred Stock into shares of Common Stock or any of the other transactions contemplated by this Agreement. Purchase acknowledges that the Board’s approval of (A) Purchaser as an Exempt Person and (B) the Exempted Amount applies only to Purchaser and not to any other person, including any assignee, designee, or transferee of Purchaser. A copy of the resolutions duly adopted by the Board with respect to the foregoing matters is attached hereto as Exhibit C.
Tax Benefits Preservation Plan. Purpose The purpose of the Tax Benefits Preservation Plan (“Rights Agreement”) described in this summary of terms is to preserve the value of the deferred tax assets (“Tax Benefits”) of Vonage Holdings Corp. (“Vonage”) for U.S. federal income tax purposes. Form of Security The Board will declare a dividend of one preferred stock purchase right for each outstanding share of common stock, par value $0.001 per share, of the Company (“Common Stock”), payable to holders of record as of the close of business on June 18, 2012 (each a “Right” and collectively, the “Rights”). Exercise Prior to the “Distribution Date,” as discussed below, the Rights are not exercisable. After the Distribution Date, each Right is exercisable to purchase, for $10.00 (the “Purchase Price”), one one-thousandth of a share of Series A Participating Preferred Stock, $0.001 par value per share, of Vonage (“Preferred Stock”), subject to adjustment in accordance with the terms of the Rights Agreement. Distribution Date Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights certificates will be distributed. On or after the Distribution Date, subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock. The Distribution Date will occur upon the earlier of (i) ten (10) business days following the date of a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired, or obtained the right to acquire, beneficial ownership of 4.9% or more of the outstanding shares of Common Stock or such earlier date on which a majority of the Board of Directors becomes aware of the existence of an Acquiring Person (such date being the “Stock Acquisition Date”) or (ii) ten (10) business days (or such later time as the Board of Directors may determine) following the commencement of a tender offer or exchange offer that would result in a person becoming an Acquiring Person. An Acquiring Person would not include, among others: (i) Vonage or any of its subsidiaries; (ii) employee benefit plans and persons holding shares of Common Stock on behalf of such plans; (iii) existing 4.9% stockholders (unless they increase their percentage stock ownership); (iv) persons or groups who, in the Board’s view, have inadvertently become 4.9% stockholders, unless and until such person or group shall have failed to divest, as soon as practicable, suffici...
