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
AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT Dated as of AUGUST 22, 2023 between LSB INDUSTRIES, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentSection 382 Rights Agreement • August 25th, 2023 • LSB Industries, Inc. • Industrial inorganic chemicals • New York
FIFTH AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT CNO FINANCIAL GROUP, INC. and EQUINITI TRUST COMPANY, LLC as Rights Agent Dated as of November 10, 2023; effective as of November 13, 2023Section 382 Rights Agreement • November 13th, 2023 • CNO Financial Group, Inc. • Accident & health insurance • Delaware
This Fifth Amended and Restated Section 382 Rights Agreement, dated as of November 10, 2023 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement” or this “Agreement”) between CNO Financial Group, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, successor to American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”), amends and restates, effective as of November 13, 2023, that certain Fourth Amended and Restated Section 382 Rights Agreement, dated as of November 12, 2020 (the “Fourth A&R Rights Agreement”) between the Company and the Rights Agent, which amended and restated that certain Third Amended and Restated Section 382 Rights Agreement, dated as of October 3, 2017 (the “Third A&R Rights Agreement”) between the Company and the Rights Agent, which amended and restated that certain Second Amended and Restated Section 382 Rights Agreement, dated as of November 13, 2014 (the “Second A&R Rights Agr
dated as of October 18, 2016 between OCULUS INNOVATIVE SCIENCES, INC. and COMPUTERSHARE INC., as Rights AgentSection 382 Rights Agreement • October 21st, 2016 • Oculus Innovative Sciences, Inc. • Pharmaceutical preparations • Delaware
by and between Rubicon Technology, Inc. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent Dated as of December 18, 2017Section 382 Rights Agreement • December 18th, 2017 • Rubicon Technology, Inc. • Semiconductors & related devices • Delaware
Exhibit A: Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock
EX-4.1 2 d479843dex41.htm EX-4.1 Execution Version AMENDMENT NO. 1 TO AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • May 5th, 2020 • New York
This AMENDMENT NO. 1 (this “Amendment”) is entered into as of November 9, 2017, by and between Walter Investment Management Corp., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”), and amends and modifies that certain Rights Agreement (as defined below). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to them in the Rights Agreement.
Dated as of November 7, 2022, By and Between Cooper-Standard Holdings Inc. and Broadridge Corporate Issuer Solutions, Inc. as Rights AgentSection 382 Rights Agreement • November 7th, 2022 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • Delaware
This Section 382 Rights Agreement, dated as of November 7, 2022 (this “Agreement”), is made and entered into by and between Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent.
AMENDMENT TO SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • May 26th, 2017 • Special Diversified Opportunities Inc. • Tobacco products • Delaware
THIS AMENDMENT (this “Amendment”), entered into as of the 26th day of May, 2017, by and between SPECIAL DIVERSIFIED OPPORTUNITIES INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (the “Rights Agent”), amends that certain Section 382 Rights Agreement, dated as of April 28, 2016 (as amended, the “Rights Agreement”), by and between the Company and the Rights Agent. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement.
PULTEGROUP, INC. and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agent Amended and Restated Section 382 Rights Agreement Dated as of March 18, 2010Section 382 Rights Agreement • March 23rd, 2010 • Pulte Homes Inc/Mi/ • Operative builders • New York
AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT, dated as of March 18, 2010 (this “Agreement”), between PulteGroup, Inc., a Michigan corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”), amends and restates that certain Section 382 Rights Agreement, dated as of March 5, 2009, as amended as of April 7, 2009 and as of September 24, 2009 (collectively, the “Original Section 382 Rights Agreement”), between the Company and the Rights Agent.
COMSTOCK HOLDING COMPANIES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Section 382 Rights Agreement Dated as of March 27, 2015Section 382 Rights Agreement • March 27th, 2015 • Comstock Holding Companies, 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
FIRST AMENDMENT TO SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • March 7th, 2024 • Merrimack Pharmaceuticals Inc • Pharmaceutical preparations
This First Amendment to Section 382 Rights Agreement (the “First Amendment”) is made as of December 2, 2022 by and between MERRIMACK PHARMACEUTICALS, INC. (the “Company” and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent (the “Rights Agent”), amending the Section 382 Rights Agreement by and between the Company and the Rights Agent dated December 3, 2022 (the “Original Rights Agreement”). Except as set forth herein, any defined terms contained herein have the meaning set forth in the Original Rights Agreement.
Second Amended and Restated Section 382 Rights Agreement by and between Lumen Technologies, Inc. and Computershare Trust Company, N.A. (amended and restated on November 15, 2023 and effective as of December 1, 2023)Section 382 Rights Agreement • February 22nd, 2024 • Lumen Technologies, Inc. • Telephone communications (no radiotelephone) • New York
common stock. New Rights also accompany new shares of common stock issued after February 13, 2019, until the Distribution Date or earlier expiration of the Rights.
SECOND AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT REINSURANCE GROUP OF AMERICA, INCORPORATED and MELLON INVESTOR SERVICES LLC Rights Agent Dated as of November 25, 2008Section 382 Rights Agreement • November 25th, 2008 • Reinsurance Group of America Inc • Accident & health insurance • New York
This Second Amended and Restated Section 382 Rights Agreement, dated as of November 25, 2008 and effective as of immediately prior to the Effective Time (as defined below), of which the Rights Agent shall be notified in writing (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”).
THIRD AMENDMENT TO THESection 382 Rights Agreement • April 14th, 2020 • Centrus Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)
THIS THIRD AMENDMENT TO THE SECTION 382 RIGHTS AGREEMENT (this “Third Amendment”) is made and entered into as of April 13, 2020, by and among Centrus Energy Corp., a Delaware corporation (the “Company”), Computershare Trust Company, N.A. and Computershare Inc. (together, the “Rights Agent”).
SECOND AMENDMENT TO THESection 382 Rights Agreement • April 4th, 2019 • Centrus Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)
THIS SECOND AMENDMENT TO THE SECTION 382 RIGHTS AGREEMENT (this “Second Amendment”) is made and entered into as of April 3, 2019, by and among Centrus Energy Corp., a Delaware corporation (the “Company”), Computershare Trust Company, N.A. and Computershare Inc. (together, the “Rights Agent”).
FIRST AMENDMENT TOSection 382 Rights Agreement • January 5th, 2017 • Centrus Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels)
THIS FIRST AMENDMENT TO THE SECTION 382 RIGHTS AGREEMENT (this “First Amendment”) is made and entered into as of [•], 2017 by and between Centrus Energy Corp., a Delaware corporation (the “Company”), Computershare Trust Company, N.A. and Computershare Inc. (together, the “Rights Agent”).
SECOND AMENDMENT TO AMENDED AND RESTATEDSection 382 Rights Agreement • March 10th, 2016 • Pultegroup Inc/Mi/ • Operative builders • New York
This Second Amendment, dated as of March 10, 2016 (this “Amendment”), to the Amended and Restated Section 382 Rights Agreement, dated as of March 18, 2010, as amended by that certain First Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 14, 2013 (collectively, the “Section 382 Rights Agreement”), is made between PulteGroup, Inc., a Michigan corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). Capitalized terms not otherwise defined herein have the meanings given to such terms in the Section 382 Rights Agreement.
SECOND AMENDMENT TO SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • September 24th, 2009 • Pulte Homes Inc/Mi/ • Operative builders • New York
This Second Amendment, dated as of September 24, 2009 (this “Amendment”), to the Section 382 Rights Agreement, dated as of March 5, 2009, as amended as of April 7, 2009 (collectively, the “Section 382 Rights Agreement”), is made between Pulte Homes, Inc., a Michigan corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). Capitalized terms not otherwise defined herein have the meanings given to such terms in the Section 382 Rights Agreement.
SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • July 22nd, 2016 • Micron Technology Inc • Semiconductors & related devices • Delaware
This Section 382 Rights Agreement, dated as of July 20, 2016 (the “Agreement”), is between MICRON TECHNOLOGY, INC., a Delaware corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Rights Agent (the “Rights Agent”).
AMENDMENT NO. 1 TO SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • February 28th, 2023 • Gogo Inc. • Communications services, nec
This Amendment No. 1 (this “Amendment”) is made and entered into as of December 27, 2022, by and between Gogo Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed to those terms in the Rights Agreement (as defined below).
FIRST AMENDMENT to the AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • November 25th, 2020 • Centurylink, Inc • Telephone communications (no radiotelephone) • Delaware
This First Amendment (this “Amendment”) to that certain Amended and Restated Section 382 Rights Agreement, dated as of May 9, 2019, by and between CenturyLink, Inc. (currently doing business as Lumen Technologies), a Louisiana corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”) (the “Restated Rights Agreement”), is made and entered into on November 20, 2020, effective as of December 1, 2020 (the “Effective Date”).
AMENDMENT NO. 1 toSection 382 Rights Agreement • August 9th, 2012 • Mindspeed Technologies, Inc • Semiconductors & related devices • New York
This Amendment No. 1 (the “Amendment”) dated as of August 9, 2012, to the Section 382 Rights Agreement, dated as of August 9, 2009 (the “Agreement”), is between Mindspeed Technologies, Inc., a Delaware corporation (the “Company”), and Computershare Shareowner Services LLC (as successor to Mellon Investor Services LLC), a New Jersey limited liability company, as rights agent (the “Rights Agent”). All capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Agreement.
AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT REINSURANCE GROUP OF AMERICA, INCORPORATED and MELLON INVESTOR SERVICES LLC Rights Agent Dated as of September 12, 2008Section 382 Rights Agreement • September 12th, 2008 • Reinsurance Group of America Inc • Accident & health insurance • New York
This Amended and Restated Section 382 Rights Agreement, dated as of September 12, 2008 and effective as of immediately prior to the Acceptance Time (as defined below), of which the Rights Agent shall be notified in writing (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”).
FIRST AMENDMENT TO SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • March 21st, 2016 • Enzon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This FIRST AMENDMENT TO Section 382 Rights Agreement, dated as of February 22, 2016 (and effective as of 12:01 A.M., New York City time, on such date) (this “Amendment”), 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”). Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Section 382 Rights Agreement (as defined below).
FIRST AMENDMENT TO SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • February 24th, 2011 • THQ Inc • Services-prepackaged software • Delaware
THIS FIRST AMENDMENT TO SECTION 382 RIGHTS AGREEMENT (this “Amendment”) is entered into on February 18, 2011, between THQ Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).
THIRD AMENDMENT TO AMENDED AND RESTATEDSection 382 Rights Agreement • March 7th, 2019 • Pultegroup Inc/Mi/ • Operative builders • New York
This Third Amendment, dated as of March 7, 2019 (this “Amendment”), to the Amended and Restated Section 382 Rights Agreement, dated as of March 18, 2010, as amended by that certain First Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 14, 2013 and that certain Second Amendment to Amended and Restated Section 382 Rights Agreement, dated as of March 10, 2016 (collectively, the “Section 382 Rights Agreement”), is made between PulteGroup, Inc., a Michigan corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Section 382 Rights Agreement.
AMENDMENT NO. 1 TO SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • January 6th, 2011 • COHEN & Co INC. • Security brokers, dealers & flotation companies • New York
AMENDMENT NO. 1 TO SECTION 382 RIGHTS AGREEMENT, dated as of January 5, 2011 (the “Amendment”), between Cohen & Company Inc., a Maryland corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
DealPointData.com Cohen & Company Inc.Section 382 Rights Agreement • March 10th, 2020
On March 10, 2020, Cohen & Company Inc., a Maryland corporation (the “Company”), entered into a Section 382 Rights Agreement (the “Rights Agreement”) between the Company and Computershare Inc., as rights agent (the “Rights Agent”).
SECOND AMENDMENT TO SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • February 12th, 2019 • Broadwind Energy, Inc. • Nonferrous foundries (castings)
THIS SECOND AMENDMENT TO SECTION 382 RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of February 7, 2019, by and between Broadwind Energy, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company , formerly Wells Fargo, National Association, as rights agent (the “Rights Agent”).
ContractSection 382 Rights Agreement • May 12th, 2011 • Tenet Healthcare Corp • Services-general medical & surgical hospitals, nec • Nevada
AMENDMENT (this “Amendment”), dated as of May 6, 2011, to the SECTION 382 RIGHTS AGREEMENT, dated as of January 7, 2011 (the “Rights Agreement”), between TENET HEALTHCARE CORPORATION, a Nevada corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Rights Agent (the “Rights Agent”).
FIRST AMENDMENT TO SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • January 12th, 2010 • Beazer Homes Usa Inc • Operative builders • New York
This First Amendment to the Section 382 Rights Agreement (this “Amendment”) is entered into as of January 7, 2010, by and between Beazer Homes USA, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
AMENDMENT NO. 1 TO SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • March 3rd, 2015 • Howard Hughes Corp • Real estate investment trusts • Delaware
Amendment No. 1, dated as of February 26, 2015 (this “Amendment”), to the Section 382 Rights Agreement, dated as of February 27, 2012 (the “Rights Agreement”), by and between The Howard Hughes Corporation (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).
ContractSection 382 Rights Agreement • January 13th, 2016 • Ariad Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
SECOND AMENDMENT dated as of January 8, 2016 (this “Amendment”), to the SECTION 382 RIGHTS AGREEMENT dated as of October 31, 2013, as amended as of June 24, 2014 (as so amended and in effect from the date hereof, the “Rights Agreement”), between ARIAD PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent (the “Rights Agent”).
THIRD AMENDMENT TO SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • February 3rd, 2022 • Broadwind, Inc. • Nonferrous foundries (castings)
THIS THIRD AMENDMENT TO SECTION 382 RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of February 3, 2022, by and between Broadwind Energy, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, formerly Wells Fargo, National Association, as rights agent (the “Rights Agent”).
FIRST AMENDMENT TO THESection 382 Rights Agreement • June 8th, 2021 • Enzon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS FIRST AMENDMENT TO THE SECTION 382 RIGHTS AGREEMENT (this “First Amendment”) is made and entered into June 4, 2021, and is effective as of June 2, 2021, 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”).
