Domestically Controlled REIT Sample Clauses
POPULAR SAMPLE Copied 4 times
Domestically Controlled REIT. The General Partner will use commercially reasonable efforts to ensure that each subsidiary of the Partnership intended to qualify as a REIT qualifies as a “domestically controlled qualified investment entity” within the meaning of Code Section 897(h)(4)(B) for as long as a CBREI Investor is an investor in the Partnership. The General Partner will notify the Investor in the event that it has been determined by the General Partner that the REIT is no longer a “domestically controlled qualified investment entity.” It is agreed that the use of commercially reasonable efforts includes taking necessary steps to limit the number of foreign persons (as defined in Regulation section 1.897-9T(c)) that are admitted as shareholders of PECO-ARC REIT either directly or indirectly through fiscally transparent entities such as entities treated as partnerships, trusts, disregarded entities, regulated investment companies, or REITs for United States federal income tax purposes. The General Partner shall use commercially reasonable efforts to provide documentary evidence as may be required by any taxing authority to demonstrate the correctness of the foregoing representation at any time during each CBREI Investor’s holding period of its interest in the Partnership. The General Partner shall notify the CBREI Investors following its obtaining knowledge of any event or circumstance that may result in the foregoing representation being rendered incorrect as of any time during CBREI’s holding period of its interest.
Domestically Controlled REIT. To the Company’s knowledge and belief, the Company is, and the Company expects that it will be immediately after the Closing and after any conversion of the Series C Preferred Stock, a “domestically controlled qualified investment entity” (within the meaning of Section 897(h)(4) of the Code, and, for the avoidance of doubt, taking into account the ownership of the Common Stock of the Company), provided that in applying Section 897(h)(4)(B) of the Code for purposes of this representation, it shall be assumed that all persons who own stock in the Company as a result of the transactions contemplated by this Agreement and by the Articles Supplementary (including any conversion of the Series C Preferred Stock) are foreign persons.
Domestically Controlled REIT. To the Company's knowledge, the Company is, and after giving effect to the relevant Closing will be, a "domestically-controlled" REIT within the meaning of Section 897(h)(4)(B) of the Code.
Domestically Controlled REIT. The Company covenants and agrees that (i) the percentage in value of its stock that is held (or is reasonably expected to be held) directly or indirectly by foreign persons will not equal or exceed 25% and (ii) it will provide the Investors such information and/or verification as the Investors shall reasonably request in order to verify whether the Company constitutes a "domestically-controlled REIT" as defined under Section 897(h)(4)(B) of the Code.
Domestically Controlled REIT. The Corporation shall be qualified as a Domestically Controlled REIT.
Domestically Controlled REIT. For purposes of Section 897(h) of the Code, at all times during the period in which the Company was in existence less than 25% in value of its capital stock has been held, directly or indirectly, by foreign persons.
Domestically Controlled REIT. To the Company’s knowledge and belief, the Company is, and the Company expects that it will be immediately after the Closing a Domestically Controlled REIT, and, for the avoidance of doubt, taking into account the ownership of the Common Stock of the Company), provided that in applying Section 897(h)(4)(B) of the Code for purposes of the defined term “Domestically Controlled REIT” in this representation, it shall be assumed that all Persons who own stock in the Company as a result of the transactions contemplated by this Agreement are foreign persons.
Domestically Controlled REIT. Assuming the accuracy of the representations set forth in Section 4.11 (disregarding the qualification relating to Buyer's knowledge), to the Company's knowledge, the Company is, and after giving effect to the relevant Closing will be, a "domestically-controlled" REIT within the meaning of Section 897(h)(4)(B) of the Code.
Domestically Controlled REIT. Prior to the expiration of the Lock-Up Period, the Company shall: (i) use its reasonable best efforts to continue to qualify as a Domestically Controlled REIT, including, without limitation, (A) not issuing or selling Shares to a foreign Person in a private transaction (excluding, for the avoidance of doubt, a bona fide, underwritten public offering), and (B) not waiving the ownership limitation contained in Article VII, Section 2 of the Company’s Articles of Incorporation for any foreign Person, which would in either case, to the Company’s actual knowledge, result in the Company no longer qualifying as a Domestically Controlled REIT; and (ii) provide notice to BHR promptly if the Company has actual knowledge that the ownership of the Shares by foreign Persons exceeds twenty-five percent (25%) of the total issued and outstanding Shares.