TOLL BROTHERS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights AgentSection 382 Rights Agreement • June 19th, 2009 • Toll Brothers Inc • Operative builders • Delaware
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
