Visteon Corp. (VC) said Friday that the net operating loss protective provisions contained in Articles FIFTH, SIXTH and SEVENTH of the company's second amended and restated certificate of incorporation are currently applicable based on the current market capitalization of the company.
As a result, persons are restricted from becoming "Five-Percent Shareholders" and existing "Five-Percent Shareholders" are restricted from making additional purchases of Visteon's stock, without giving written notice of a proposed transaction to the company and obtaining the approval of Visteon's board of directors.
The restrictive period continues until the company's market capitalization remains above the $1.5 billion threshold for 30 consecutive calendar days.As a result of restructuring completed in 2010, the company has significant tax assets in the form of net operating losses, which could be impaired if a "change of ownership" occurs under Internal Revenue Code Section 382 rules. A change in ownership can occur whenever there is a shift in ownership by more than 50 percentage points by one or more "5 percent shareholders" within a three-year period.
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