Ownership Limit Waiver. A duly executed REIT ownership limit waiver certificate in substantially the form attached hereto as Exhibit G (a “REIT Ownership Limit Waiver”).
Ownership Limit Waiver. Buyer's ownership of up to the Initial Number of Shares shall have been exempted on a continuing basis subject to continuing validity of the representations and warranties of the Buyer in Article 4 hereof (disregarding the qualification in Sections 4.8 and 4.10 relating to Buyer's knowledge and assuming no exceptions are set forth in Schedule 4.10-B) and provided such exemption does not otherwise jeopardize the Company's tax status as a REIT, from the ownership limit provisions of Article IV of the Company Charter and the Board shall have taken such action provided for under Article IV of the Company Charter to grant such exemption to Buyer. For purposes of this paragraph (d), references to Buyer, shall also be deemed to be references to any person who would be an Investor within the meaning of the Stockholders Agreement, provided such person has made the representations and warranties of the Buyer in Article 4 hereof.
Ownership Limit Waiver. 1. The Board of Directors (the “Board”) of STAG Industrial, Inc., a real estate investment trust for United States federal income tax purposes (the “Company”), has the authority to grant an exemption from the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit (each as defined in Section 6.1 of the amended and restated charter of the Company (the “Charter”)) applicable to holders of shares of common stock of the Company, $0.01 par value per share (the “Common Shares”), and/or shares of preferred stock of the Company, $0.01 par value per share (the “Preferred Shares” and together with the Common Shares, the “Shares”), provided that certain conditions are met. Capitalized terms used but not otherwise defined in this Ownership Limit Waiver have the meanings ascribed to such terms in the Charter.
Ownership Limit Waiver. 6.5(b) 2000 10-Qs.............................................................4.8 1999 10-K..............................................................4.2 2000 Proxy Statement...................................................4.8
Ownership Limit Waiver. (a) LG Excepted Holder Limit. The application of the Ownership Limit pursuant to Section 7.2.1(a)(i) of the Charter is hereby waived for the sole and limited purpose of permitting Xxxxxxx Xxxxxxxx to actually, Beneficially and Constructively Own up to 21,653,813.45 shares of Common Stock, which shall be proportionately adjusted in the event of any stock split, stock dividend or similar transaction.
Ownership Limit Waiver. The Parties will work in good faith to grant to Newcrest a customary ownership limit waiver as contemplated by, and in accordance with, the Summit REIT charter, delivered by Summit REIT or its board of directors, in a form and amount reasonably acceptable to Newcrest, subject, however, to receipt by Summit REIT from Newcrest of information reasonably requested with respect to the granting of such waiver and a customary representation letter executed by Newcrest (including, but not limited to, a representation that no “individual,” within the meaning of Section 542(a) of the Code, as modified by Section 856(h)(3) thereof to exclude pension trusts from such definition, will Beneficially Own or Constructively Own (as defined in the Summit REIT charter) more than 9.8% in value or in number of shares, whichever is more restrictive, of any class or series of stock of Summit REIT as a result of ownership by Newcrestimage).
Ownership Limit Waiver. Ladies and Gentlemen: Reference is hereby made to the provisions of Sections 7.2.1(a)(i)(1) and 7.2.1(a)(i)(2) of the Articles of Amendment and Restatement, dated as of April 22, 2002, of Equity One, Inc. (the “Company”), as amended to date (the “Charter”), which generally prohibit any Person from Beneficially Owning or Constructively Owning either (i) shares of Capital Stock in excess of 9.9% in value of the outstanding shares of Capital Stock of the Company or (ii) shares of Common Stock in excess of 9.9% (in value or in number of shares, whichever is more restrictive) of the aggregate outstanding shares of Common Stock of the Company (collectively, the “Ownership Limit”). Capitalized terms used but not defined herein shall have the meanings set forth in the Charter. We understand that Liberty International Holdings Limited (“LIH” and, together with Capital Shopping Centres Group plc and any direct or indirect subsidiary in which it owns an interest that represents more than 50% of the total voting power or value of such subsidiary, the “Liberty Group” and each, a “Liberty Group Party”) (i) will Beneficially Own [______] shares of Common Stock as of, and in connection with, consummation of the transactions contemplated by the Subscription Agreement, dated as of the date hereof, by and between the Company and LIH, and (ii) may acquire additional shares of Common Stock upon the redemption of its Class A Shares in EQY-CSC LLC pursuant to the terms of the Operating Agreement of EQY-CSC LLC, dated the date hereof, which, collectively, represent approximately [__]% of the outstanding Common Stock as of the date hereof (shares of Common Stock Beneficially Owned by the Liberty Group pursuant to clauses (i) and (ii) collectively constitute the “Aggregate Shares”). Subject to the terms and conditions of this letter agreement, the Liberty Group hereby request that the Board irrevocably take the following actions pursuant to Section 7.2.7(a) of the Charter and confirm the same by causing the Company to countersign this letter agreement below: The Board of Directors Equity One, Inc. [Date] Page 2 of 6 waive the application of the Ownership Limit and exempt Liberty Group from the Ownership Limit to the extent necessary to allow the Liberty Group to collectively Constructively Own and/or Beneficially Own at any time up to, but not in excess of, shares of Common Stock equal to (i) 19.9% in value of the total number of issued and outstanding shares of Common Stock, (ii) ...
Ownership Limit Waiver. 42 9. REPRESENTATIONS AND WARRANTIES, COVENANTS, ETC. OF THE PURCHASER . . . . . . 42 9.1 PURCHASE FOR INVESTMENT; SOURCE OF FUNDS . . . . . . . . . . . . . . . 42 9.2 VALIDITY AND BINDING EFFECT. . . . . . . . . . . . . . . . . . . . . . 42 9.3 CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO CONTRAVENTION . . . . . . 43 9.4
Ownership Limit Waiver. As of the date hereof, the REIT has duly entered into the Ownership Waiver Letter substantially in the form of EXHIBIT F hereto and, so long as the Purchaser has the right to receive, or obligation to accept, Preferred Stock and/or REIT Common Stock under this Agreement, the Initial Warrant or the Expansion Capital Warrant, or owns any shares of Preferred Stock or REIT Common Stock purchased or acquired pursuant to this Agreement or the Warrants, the REIT shall take no action to amend, repeal or otherwise alter in any manner such Ownership Waiver Letter. In addition, so long as the Ownership Waiver Letter is in effect, the REIT shall not grant any other Person a waiver from the operation of Division C of its Articles of Incorporation that would permit such Person to own, for the purposes of Division C of the Articles of Incorporation, in excess of nine percent (9.0%) of the outstanding shares of REIT Common Stock and of any other class of equity security with substantially comparable voting rights unless the Board of Directors of the REIT, after consultation with and based upon the advice of REIT Counsel, determines in good faith that such waiver is necessary for the Board of Directors of the REIT to comply with its fiduciary duties to its stockholders under applicable law.
Ownership Limit Waiver. On or prior to the Initial Closing, the Company Board of Directors shall adopt a resolution that, pursuant to Section 12.11 of the Company’s Certificate, the Purchaser and its subsidiaries are exempt from the ownership limit set forth in Article XII of the Company Charter (the “Ownership Limit”) and shall collectively be deemed the Exempted Holder (as defined in the Company Charter) with respect to forty (49%) of the outstanding Common Stock (the “Excepted Limit”).
