IPT. IPT is a real estate investment trust (as defined in Section 8-101(b) of the Maryland Corporations and Associations Article) duly formed, validly existing and in good standing under the laws of the State of Maryland. Other than the REIT GP Entities, IPLP and special purpose financing entities (all of which are either partnerships, limited liability companies or qualified REIT subsidiaries), as of the date of this Agreement, IPT is not the record owner of more than 10% of the outstanding voting securities of any Person. IPT is duly qualified and in good standing as a foreign entity under the laws of each jurisdiction where such qualification is required, other than in such jurisdictions where the failure to so qualify would not have an IFG Material Adverse Effect, has all requisite power and authority, and has been duly authorized by all necessary approvals and orders to own, lease and operate its assets and properties to the extent owned, leased and operated and to carry on its business as it is now being conducted. Except as set forth in Section 4.2(b) of the IFG Disclosure Letter, each share of beneficial interest owned by IFG or any Material IFG Subsidiary in IPT is validly issued, fully paid, nonassessable and free of preemptive rights, and owned, directly or indirectly, by IFG or such Material IFG Subsidiary free and clear of any liens, claims, encumbrances, security interests, charges and options of any nature whatsoever and there are no outstanding subscriptions, calls, options, contracts, voting trusts, proxies or other commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any outstanding security, instrument or other agreement. IPT has furnished to AIMCO true and complete copies of IPT's declaration of trust and by-laws, as each is in effect on the date of this Agreement.
IPT. As of the date hereof, the authorized shares of IPT consist of (i) 400,000,000 shares of beneficial interest, par value $0.01 per share ("IPT Common Stock"), and (ii) 100,000,000 preferred shares of beneficial interest, par value $0.01 per share ("IPT Preferred"), of IPT. On the date hereof, 19,427,760 shares of IPT Common Stock were issued and outstanding, of which 11,886,808 were owned by IFG and its Subsidiaries, and 510,000 have been issued under the IPT 1997 Share Incentive Plan (the "IPT Stock Plan"). In addition, (i) 25,000 shares of IFG Common Stock are issuable upon exercise of outstanding options and 38,000 were issuable upon vesting of restricted share awards under the IPT Stock Plan, (ii) no shares of IPT Common Stock were held by IPT in its treasury or by its wholly owned Subsidiaries, (iii) no shares of IPT Preferred were issued, and (iv) no Voting Debt was issued or outstanding. All outstanding shares of IPT Common Stock are validly issued, fully paid and nonassessable and are not subject to preemptive rights. As of the date hereof, except as set forth in Section 4.3 of the IFG Disclosure Letter or pursuant to this Agreement and the IPT Stock Plan, there are no options, warrants, calls, rights, commitments or agreements of any character to which IPT or any Subsidiary of IPT is a party or by which any of them are bound obligating IPT or any Subsidiary of IPT to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or any Voting Debt securities of IPT or any Subsidiary of IPT or obligating IPT or any Subsidiary of IPT to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. Other than in connection with the IPT Stock Plan, immediately after the Effective Time, there will be no option, warrant, call, right, commitment or agreement of any character obligating IPT or any Subsidiary of IPT to issue, deliver or sell, or cause to be issued, delivered or sold, any shares or any Voting Debt of IPT or any Subsidiary of IPT, or obligating IPT or any Subsidiary of IPT to grant, extend or enter into any such option, warrant, call, right, commitment or agreement.
IPT. AIMCO agrees to propose to acquire (by merger) IPT and to use its reasonable best efforts to consummate such merger within three months following the Effective Time (but not earlier than August 15, 1998) at a purchase price of no less than $13.25 per share of beneficial interest of IPT payable in cash.
IPT. Insurance Premium Tax chargeable under the Finance Act 1994 or any similar replacement or additional tax.
IPT. 1-E Product Development IHI-PDI Contract, dated August 22, 1994.
IPT. The Vendor is wholly-owned by China COSCO SHIPPING Corporation Limited. China Ocean Shipping (Group) Company, being the controlling shareholder of the Company, is also wholly-owned by China COSCO SHIPPING Corporation Limited. Pursuant to Chapter 9 of the Listing Manual, in relation to the Proposed Acquisition, the Vendor is an “interested person”, the Company is an “entity at risk” and the Proposed Acquisition is accordingly an IPT. Therefore, the Proposed Acquisition is an IPT. Xx Xx Xxxx Xxxx, who is a director of the Company, is also a director of the Target Company. The Consideration of S$13,953,370.86 represents approximately 4.27% of the latest audited net tangible assets value (“NTA”) of the Group as at 31 December 2016 of S$326,524,000. In accordance with Chapter 9 of the Listing Manual, the Proposed Acquisition is an IPT, the aggregate transaction value of which is more than 3% but less than 5% of the latest audited NTA of the Group, and is hence subject to an immediate announcement to be made. Other than in connection with the Proposed Acquisition, transactions less than S$100,000, transactions which have been specifically approved by the Company’s shareholders and transactions under the general mandate for recurrent transactions with interested persons approved by shareholders at the Company’s extraordinary general meeting on 20 April 2017, the aggregate value of all IPTs entered into by the Group with the same interested person for the current financial year amounts to S$15,966,037 representing approximately 4.89% of the latest audited NTA of the Group. Other than the foregoing, the Group has not entered into any other IPTs in the current financial year. The Audit Committee of the Company has reviewed the terms of the Proposed Acquisition and are of the view that the Proposed Acquisition is on normal commercial terms and is not prejudicial to the interests of the Company and its minority shareholders.
IPT. Insurance Premium Tax chargeable under the Finance Xxx 0000 or any similar replacement or additional tax.
IPT and IPLP shall not, and shall not cause or permit any controlled IPT Entity to, acquire any Insignia Opportunity (either separately or as a part of an otherwise permitted transaction) without the prior written consent of Insignia.
IPT. Insurance Premium Tax chargeable under the Finance Xxx 0000 or any similar replacement or additional tax. Lettable Unit: any part of the Building which from time to time is, or is intended to be, let or occupied LTCA 1995: Landlord and Tenant (Covenants) Xxx 0000. OFSTED: Office for Standards in Education; Parking Spaces: any parking spaces within the Car Park that the Tenant uses in exercise of the Right granted at paragraph 1.5 of Schedule 2. Permitted Use: a day nursery plus ancillary activities; Property: the property described in Schedule 1. Property Damage: damage to or destruction of the Property (excluding the Excluded Insurance Items) that makes the Property wholly or partially unfit for occupation and use. Property Plan: the plan annexed to this lease at Annex A and marked "Property Plan". Rates and Taxes: all present and future rates, taxes and other impositions and outgoings payable in respect of the Property, its use and any works carried out there (or a fair proportion of the total cost of those rates, taxes, impositions and outgoings if any are payable in respect of the Property together with any other property) but excluding any taxes (except VAT) payable by the Landlord by reason of the receipt of any of the Rents due under this lease. Recommendation Report: a report as defined in regulation 4 of the EPC Regulations. Reinstatement Cost: the full cost of reinstatement of the Property (excluding the Excluded Insurance Items) taking into account inflation of building costs and including any costs of demolition, site clearance, site protection, shoring up, professionals' and statutory fees and incidental expenses and any other work to the Property that may be required by law and any VAT on all such costs, fees and expenses. Rents: the rents set out in clause 2.2. Rent Commencement Date: the date of this lease.
