Foreign Certificateholder Voting Restriction Clause Samples
The Foreign Certificateholder Voting Restriction clause limits or prohibits the voting rights of certificateholders who are classified as foreign persons or entities. In practice, this clause may require that only domestic certificateholders can participate in certain votes, or it may cap the percentage of votes that foreign holders can exercise. This restriction is typically implemented to comply with regulatory requirements or to protect the issuer from adverse consequences related to foreign ownership, such as tax or legal complications, thereby ensuring compliance and reducing risk.
Foreign Certificateholder Voting Restriction. To the extent (x) a Certificateholder is a United States person (as defined in Section 7701(a)(30) of the Code) (or a Certificate Owner holding its interest through a Certificateholder) and (y) Certificateholders that are not United States persons (as defined in Section 7701(a)(30) of the Code) (or Certificate Owners to the extent exercising a right to vote through Certificateholders) have 50% or more of the power by vote or otherwise to make a substantial decision regarding the Trust (as described in Treasury Regulation Section 301.7701-7(d)), the Certificateholders that are not United States persons (as defined in Section 7701(a)(30) of the Code) (or Certificate Owners exercising a right to vote through Certificateholders) shall, in the aggregate, be limited with respect to any such substantial decision to no more than 49% of that overall vote with such 49% voting power apportioned among such Certificateholders (or Certificate Owners) in accordance with each one’s respective share of the Percentage Interest (and the 51% remaining voting power apportioned among the Certificateholders (or Certificate Owners to the extent exercising a right to vote through Certificateholders) that are United States persons (as defined in Section 7701(a)(30) of the Code) in accordance with each one’s respective share of the Percentage Interest). For purposes of exercising a vote pursuant to this Section 9.15, the Certificateholder or a Certificate Owner holding its interest through a Certificateholder shall certify to the Administrator and the Owner Trustee as to whether it is a United States person (as defined in Section 7701(a)(30) of the Code) or a Certificate Owner holding its interest through a Certificateholder.