Covanta Holding Corp (CVA)

 

Article FIFTH of the certificate of incorporation provides that no holder (whether record or beneficial, direct or indirect) of 5% or more of the Company’s common stock, including a holder who proposes to make an acquisition of common stock which after the acquisition will result in total ownership by such holder of 5% or more of the Company’s common stock (“5% Stockholder”), may acquire or receive additional shares of the Company’s common stock, or transfer shares of the Company’s common stock, prior to a determination by the Company that such acquisition or transfer would not result in an unreasonable risk of a deemed ownership change within the meaning of Section 382(g) (a “382 Ownership Change”) of the Internal Revenue Code of 1986, as amended (the “Code”), or any similar provision relating to preservation of net operating loss (“NOL”) carry forwards. The certificates representing the Company’s common stock contain a legend setting forth these restrictions. In order to ensure compliance with the foregoing, Article FIFTH also provides that shares of the Company’s common stock issuable to a 5% Stockholder will be issued in the Company’s name and will be held by the Company in escrow.