Limitations on Ownership. Notwithstanding the foregoing, a Member’s ability to purchase New Securities pursuant to this Section 9.1 shall be subject to the limitations set forth in Section 3.5.
Limitations on Ownership. (a) Commencing on the Registration Date and for so long as the Company Controls, directly or indirectly, its Subsidiary, MEMX LLC, except as provided in Sections 3.5(b)(i) and 3.5(b)(ii):
(i) No Person, either alone or together with its Related Persons, may own, directly or indirectly, of record or beneficially, Units constituting more than forty percent (40%) of any class of Units;
(ii) No Exchange Member, either alone or together with its Related Persons, may own, directly or indirectly, of record or beneficially, Units constituting more than twenty percent (20%) of any class of Units; and
(iii) No Person, either alone or together with its Related Persons, at any time may, directly, indirectly or pursuant to any voting trust, agreement, plan or other arrangement, vote or cause the voting of Units or give any consent or proxy with respect to Units representing more than twenty percent (20%) of the voting power of the then issued and outstanding Units, nor may any Person, either alone or together with its Related Persons, enter into any agreement, plan or other arrangement with any other Person, either alone or together with its Related Persons, under circumstances that would result in the Units that are subject to such agreement, plan or other arrangement not being voted on any matter or matters or any proxy relating thereto being withheld, where the effect of such agreement, plan or other arrangement would be to enable any Person, either alone or together with its Related Persons, to vote, possess the right to vote or cause the voting of Units which would represent more than twenty percent (20%) of such voting power. The parties hereto acknowledge that none of the Members shall be deemed to be in breach of this Section 3.5(a) if such Member is in violation of the limitations set forth above as a result of an action by any other Person (other than such Member or such Member’s Affiliates) (including, for the avoidance of doubt, any transfer or surrender of Units by another Member or a redemption of Units by the Company).
(b) Commencing on the Registration Date and for so long as the Company shall Control, directly or indirectly, MEMX LLC, subject to Sections 3.5(c) and 3.5(d):
(i) The limitations in Sections 3.5(a)(i) and 3.5(a)(iii) above shall not apply in the case of any class of Units that does not have the right by its terms to nominate any Directors or vote on other matters that may require the approval of the holders of voting Units of the Company, ...
Limitations on Ownership. Notwithstanding the foregoing, in the event that the procedures set forth in this Section 10.5 would result in a Person acquiring Units in excess of the limitations set forth in Section 3.5, the number of Units to be acquired by such Person from the Selling Member and each Tag-along Class A Member shall be proportionately reduced so as to result in an acquisition of Units that would not exceed the limitations set forth in Section 3.5.
Limitations on Ownership. The Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding the prescribed limits under applicable law or the Company’s articles of association. The Company may also restrict, in such manner as it deems reasonably appropriate, transfer of the American Depositary Shares where such transfer may result in the total number of Shares beneficially owned by an Owner or Beneficial Owner to exceed the prescribed limits under any applicable law or the Company’s articles of association. The Company may in its sole discretion, instruct the Depositary to take reasonable steps with respect to the ownership interest of any Owner or Beneficial Owner in excess of the limitation set forth in the preceding sentence, including but not limited to a mandatory sale or disposition on behalf of an Owner or Beneficial Owner of the Shares represented by the American Depositary Shares held by such an Owner or Beneficial Owner in excess of such limitations, if and to the extent such disposition is reasonably practicable and permitted by applicable law.
Limitations on Ownership. The undersigned hereby certifies that after giving effect to the exercise of this Warrant hereby and the issuance of the Warrant Shares hereunder, the undersigned will not be in violation of the limitations on ownership described in Section 2(d) of this Warrant.
Limitations on Ownership. At no time may non-residents of Canada be the beneficial owners of a majority of the Trust Units on a fully diluted basis, whether by way of conversion of Debentures to Trust Units, repayment of Debentures by issuance of Trust Units, or otherwise, and the Manager on behalf of the Trust has informed the Trustee and the transfer agent and registrar of the Trust Units (the "TRANSFER AGENT") of this restriction. The Trust may require declarations as to the jurisdictions in which beneficial owners of Debentures are resident. If the Trust becomes aware as a result of such declarations as to beneficial ownership, that the beneficial owners of 49% or more of the Trust Units then outstanding, on a fully diluted basis, are, or may be, non-residents or that such a situation is imminent, the Trust may make a public announcement thereof and shall cause the Debenture Trustee or Transfer Agent not to accept a subscription for Debentures from or issue or register a transfer of Debentures to a Person unless the Person provides a declaration that the Person is not a non-resident. If, notwithstanding the foregoing, the Trust determines that a majority of the Trust Units, on a fully diluted basis, are held by non-residents, the Trust may send a notice to non-resident holders of Debentures or Trust Units, chosen in inverse order to the order of acquisition or registration of the Debentures and Trust Units or in such manner as the Trust may consider equitable and practicable, requiring them to sell their Debentures or Trust Units or a portion thereof within a specified period of not less than 60 days. If the Debentureholders or unitholders receiving such notice have not sold the specified number of Debentures or Trust Units or provided the Trust with satisfactory evidence that they are not non-residents within such period, the Trust or an agent appointed for such purpose may on behalf of such Debentureholder or unitholder sell such Debentures or Trust Units, as the case may be, and, in the interim, shall suspend the rights attached to such Debentures or Trust Units, as the case may be, and their rights shall be limited to receiving the net proceeds of sale upon surrender of the certificates representing such Debentures or Trust Units.
Limitations on Ownership. (a) Until the expiration of the Standstill Period, Investor (together with its Affiliates and any other Persons acting as a group together with Investor or any of its Affiliates) will not, directly or indirectly, Beneficially Own 20.0% or more of the then-outstanding Common Shares, excluding Common Shares received in connection with the redemption of any Acquired Preferred Shares (when taken together with any other Company Securities, other than the Acquired Preferred Shares) (as adjusted pursuant to Section 2.2(b), the “Ownership Cap”); provided, however, that the foregoing shall not restrict Investor or any of its Affiliates from engaging in discussions or negotiations regarding the acquisition of, or acquiring, whether by merger, consolidation or otherwise, any Person who Beneficially Owns Company Securities so long as the principal purpose of such acquisition is not to avoid the restrictions set forth in this Section 2.2. In the event that Investor acquires Beneficial Ownership of Common Shares in excess of the Ownership Cap (the “Excess Shares”), Investor will promptly divest the Common Shares in excess of the Ownership Cap (but in any event, within 30 Business Days of acquiring the Excess Shares) so that Investor no longer Beneficially Owns such Excess Shares.
(b) In the event that the Company effects a share repurchase program for its Common Shares or otherwise redeems, acquires, reclassifies, repurchases or takes similar actions with respect to its Common Shares that could result in Investor (together with its Affiliates and any other Persons acting as a group together with Investor or any of its Affiliates), directly or indirectly, Beneficially Owning Common Shares in excess of the Ownership Cap the Ownership Cap shall be increased proportionately, such that Investor shall not be required to sell or otherwise dispose of Beneficial Ownership of any Company Securities in connection with such share repurchase program, redemption, acquisition, repurchase or similar action.
Limitations on Ownership. 47 Section 12.3 Notification..........................................48 Section 12.4
Limitations on Ownership. 58 7.2 Prohibition Against Ownership by Certain U.S. Retirement Plans ......................................... 59 ARTICLE 8
Limitations on Ownership. A. No Limited Partner shall at any time, either directly or indirectly, own 1% or more of the Interests of all Partners in the Partnership; provided, however, that the General Partner may, in its discretion, permit a Limited Partner to own 1% or more but not more than 10% of the Interests if it determines that any interests of such Person in media properties would not be attributable to the Partnership.
B. No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner or in any Affiliates of the General Partner if such ownership by itself or in conjunction with the stock or other interest owned by other Limited Partners, would, in the opinion of counsel for the Partnership, jeopardized the classification of the Partnership as a partnership for Federal income tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section 12.2.
