Excess Units Sample Clauses

Excess Units. If, notwithstanding the other provisions contained in this Section 5.2, at any time, until the Restriction Termination Date, there is a purported Transfer or Non-Transfer Event that, if effective, would (A) prevent Company from meeting any of the REIT income requirements under Section 856(c) of the Code, (B) result in Company being “closely held” within the meaning of Section 856(h) of the Code, (C) result in Company being beneficially owned by fewer than one hundred (100) persons or (D) otherwise cause Company to fail to qualify as a REIT, then the purported transferee or resulting holder shall be deemed to be a Prohibited Owner and shall acquire no right or interest (or, in the case of a Non-Transfer Event, the record owner of the Membership Interests with respect to which such Non-Transfer Event occurred shall constitute a Prohibited Owner and shall cease to own any right or interest) in such amount of Membership Interests, the ownership of which by such purported transferee or record holder would result in or cause any of the events described in subsections (A) through (D) above, (y) such amount of Membership Interests shall be automatically converted into an equal amount of “Excess Units” and transferred to an Excess Units Trust in accordance with this Section 5.2 and (z) the Prohibited Owner shall submit such amount of Membership Interests (including the certificates representing such amount of Membership Interests, if any) to Company, accompanied by all requisite and duly executed assignments of transfer thereof, for registration in the name of the Trustee of the Excess Units Trust. Such designation and treatment shall be effective as of the close of business on the Business Day prior to the date of the purported Transfer or change in capital structure; provided, that if any partnership agreement or similar organization document of a Member has a provision (“Upper-Tier REIT Savings Provisions”) similar to this Section 5.2(b), such Upper-Tier REIT Savings Provision shall apply immediately prior to this Section 5.2(b).

Excess Units. Upon the occurrence of the events specified in Section 10.3, some or all of the Units of a Member may be converted to a separate class of interests which shall be denominated as “Excess Units XE "Excess Units" ,” and which shall have such rights, privileges and preferences as set forth in Section 10.3.

Excess Units. (a) Any Person who acquires or attempts to acquire Units in violation of Section 7.03, or any Person who is a transferee such that Excess Units result under Section 7.03(d), shall immediately give written notice or, in the event of a proposed or attempted Transfer, shall give at least fifteen (15) days prior written notice to the Company of such event and shall provide to the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer or attempted Transfer on the Company’s status as a REIT. (b) Upon any purported Transfer that results in Excess Units, such Excess Units shall be deemed to have been transferred to the Excess Unit Trustee, as trustee of the Excess Unit Trust for the exclusive benefit of the Charitable Beneficiary. Excess Units so held in trust shall be issued and outstanding Units of the Company. The Purported Beneficial Transferee shall have no rights in such Excess Units except as provided in this section. (c) Any distributions (whether as dividends, distributions upon liquidation, dissolution or winding up or otherwise) on Excess Units shall be paid to the Excess Unit Trust for the benefit of the Charitable Beneficiary. Upon liquidation, dissolution or winding up, the Purported Record Transferee shall receive the lesser of (a) the amount of any distribution made upon liquidation, dissolution or winding up or (b) the price paid by the Purported Record Transferee for the Units, or if the Purported Record Transferee did not give value for the Units, the market price of the Units on the day of the event causing the Units to be held in trust. Any such dividend paid or distribution paid to the Purported Record Transferee in excess of the amount provided in the preceding sentence prior to the discovery by the Company that the Units with respect to which the dividend or distribution was made had been exchanged for Excess Units shall be repaid by the Purported Record Transferee to the Excess Unit Trust for the benefit of the Charitable Beneficiary. (d) The Excess Unit Trustee shall be entitled to vote the Excess Units for the benefit of the Charitable Beneficiary on any matter. Subject to Delaware law, any vote taken by a Purported Record Transferee prior to the discovery by the Company that the Excess Units were held in trust shall be rescinded ab initio. The owner of the Excess Units shall be deemed to have given an irrevocable proxy to the Excess Unit Trustee to vote the Excess Units for t...

Excess Units. If the number of units of Mining Equipment delivered exceeds more than 10% of the number of units as specified in the Customer Order, a handling fee may be charged as laid forth in Exhibit A. Host, at its sole and absolute discretion, may elect to (a) accept the Excess Units and charge a reasonable and proportional additional rate on any increase in Connectivity Services used as a result of adding additional units under this Agreement, (b) return the Excess Units pursuant to this Section 2.11, or (c) store the Excess Units until you make arrangements to have them picked up at the storage location. You may be charged at Host’s discretion, a storage rate of ten (10) dollars per day per unit if stored within Host’s co-location facility. You shall take commercially reasonable efforts to remove any such excess units and failure to do so shall be considered a materially breach of this Agreement.

Excess Units. (a) Any Person who acquires or attempts to acquire Units in violation of Section 7.03, or any Person who is a transferee such that Excess Units result under Section 7.03(d), shall immediately give written notice or, in the event of a proposed or attempted Transfer, shall give at least fifteen (15) days prior written notice to the Company of such event and shall provide to the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer or attempted Transfer on the Company’s status as a REIT.

Excess Units. If units earned are more than those required for a professional growth increment, they are carried over for the succeeding increment.

Excess Units. If the number of units of Mining Equipment delivered exceeds more than 3% of the number of units as specified in the Customer Order, a handling fee may be charged as laid forth in Exhibit A. Contractor, at its sole and absolute discretion, may elect to (a) accept the Excess Units and charge an additional rate on any increase in Connectivity Services used as a result of adding additional units under this Agreement, (b) return the Excess Units in accordance with Section 2.10, or (c) store the Excess Units until you make arrangements to have them picked up at the storage location. You will be charged a storage rate of one hundred dollars ($100.00) per day per unit if stored within Contractor’s co-location facility, or an amount equal to the costs associated in renting, loading and unloading storage containers plus twenty-five percent (25%). You acknowledge Contractor and their Affiliates have no obligation or duty to ensure the Excess Units are safe, secure and protected while in its possession and agree to agree to indemnify, defend and hold Contractor and its Affiliates from any damages, strict liability, negligence, recklessness malfeasance, costs, expenses, judgements, injuries, attorney’s fees, penalties, and/or fees arising or resulting from Contractor or its Affiliates’ storage or handling of Excess Units.

Excess Units. Except as provided in Section 10.5(a), Section 10.5(i) or Section 10.5(l), until the Restriction Termination Date: (i) If, notwithstanding the other provisions contained in this Section 10.5, there is a purported Assignment or other change in the capital structure or equity holdings of the Company such that any Person would Beneficially Own Units in excess of the applicable Ownership Limit or Existing Holder Limit (as applicable), then the Units Beneficially Owned in excess of such Ownership Limit or Existing Holder Limit (rounded up to the nearest whole unit) shall automatically constitute “Excess Units” and shall be treated as provided in this Section 10.5. Such designation and treatment shall be effective as of the close of business on the business day immediately prior to the date of the purported Assignment or change in capital structure. (ii) If, notwithstanding the other provisions contained in this Section 10.5, an Automatic Transfer Event occurs, then all Automatically Transferable Units (rounded up to the nearest whole unit) shall automatically constitute “Excess Units” and shall be treated as provided in this Section 10.5. Such designation and treatment shall be effective as of the close of business on the business day immediately prior to the date of the applicable Automatic Transfer Event. (iii) If, notwithstanding the other provisions contained in this Section 10.5, there is an event which would result in the disqualification of the Company as a real estate investment trust under the Code, then the Manager may take such actions as it deems necessary in its reasonable discretion to preserve the Company’s status as a real estate investment trust under the Code.

Excess Units. If, notwithstanding the other provisions contained in this Article 6, at any time, until the Restriction Termination Date, there is a purported Transfer or other change in the capital structure of the Company such that any Person would Beneficially Own Units in excess of the applicable Ownership Limit or Existing Holder Limit (as applicable), then, except as otherwise provided in Sections 6.9 and 6.12, the Units Beneficially Owned in excess of such Ownership Limit or Existing Holder Limit (rounded up to the nearest whole Unit) shall constitute “Excess Units” and shall be treated as provided in this Article 6. Such designation and treatment shall be effective as of the close of business on the business day prior to the date of the purported Transfer or change in capital structure.