Ownership Limits. Mainland China foreign ownership limits on the number of shares a foreign investor is permitted to hold in a single Mainland China Listco, and on the maximum combined holdings of all foreign investors in a single Mainland China Listco, may have an adverse effect on the liquidity and performance of an investment in China Connect Securities. As a result, I may suffer losses in China Connect Securities. I understand that if the Bank becomes aware that I have breached (or reasonably believes that I may breach upon execution of further Northbound buy orders) any foreign ownership limits, or if the Bank is so required by any China Connect Authority, including, without limitation to, any Forced-sale Notice issued by the relevant China Connect Market, the Bank will sell any China Connect Securities pursuant to clause E10 (Sale, Transfer and Disgorgement ) in Part A of these China Connect Terms if I fail to comply with the corresponding Client Forced-sale Notice in order to ensure compliance with all China Connect Laws and China Connect Rules. In such case, no China Connect Securities buy orders for the relevant China Connect Securities will be accepted until the relevant China Connect Market informs the corresponding SEHK Subsidiary or SEHK that the aggregate foreign shareholding has fallen below a certain percentage. SEHK may determine in its absolute discretion which Exchange Participants and what quantity of China Connect Securities should be subject to a Forced-sale Notice (this will generally be on a“ last-in, first-out” basis), and SEHK’s (or the relevant SEHK Subsidiary’s) own records shall be final and conclusive. Moreover, under Mainland China laws, where foreign investors hold in aggregate more than a specified percentage of the issued shares of a single Mainland China Listco, upon notification by the relevant China Connect Market to the corresponding SEHK Subsidiary, SEHK and the relevant SEHK Subsidiary are required as soon as practicable thereafter to suspend accepting China Connect Securities buy orders in respect of the relevant China Connect Securities. In such circumstances, the Bank may reject my buy orders until the aggregate shareholding of foreign investors is reduced to below the specified percentage as advised by the relevant China Connect Market.
Ownership Limits. The term “Ownership Limits” shall mean the Aggregate Share Ownership Limit and Common Share Ownership Limit, subject to adjustment pursuant to Section 6.1.8 hereof.
Ownership Limits. The Board has granted the Stockholder Entities an exemption from the Common Stock Ownership Limit and Aggregate Stock Ownership Limit set forth in Article VII of the charter of the Company.
Ownership Limits. Each Partner represents and warrants that at any time such Partner actually owns or constructively owns a 25% or greater capital interest or profits interest in the Partnership, it does not and will not, without the prior written consent of the General Partner, actually own or constructively own (i) with respect to any tenant that is a corporation, any stock of such tenant and (ii) with respect to any tenant that is not a corporation, any interest in either the assets or net profits of such tenant.
Ownership Limits. The issuance of shares of CHP Common Stock to Five Arrows pursuant to this Agreement will not cause Five Arrows or any member of Five Arrows to Beneficially or Constructively Own (as such terms are defined in the Articles of Incorporation of CHP) shares in excess of the Ownership Limits that are applicable to Five Arrows and its members pursuant to Section 7.6 and 7.7 of the Articles of Incorporation of CHP as such Articles are in effect at the time of any issuance, taking into account the waiver of certain Ownership Limits referred to in Section 4.3(a) hereof.
Ownership Limits. (i) No Person either alone or together with its Related Persons, may own, directly or indirectly, of record or beneficially shares of the capital stock (whether common or preferred stock) of the Corporation constituting more than forty percent (40%) of the outstanding shares of any class or series of capital stock of the Corporation.
(A) Notwithstanding the foregoing and subject to clause (C) below, such restriction shall not apply in the case of any class of preferred stock which shall not have the right by its terms to vote in the election of members of the Board of Directors of the Corporation or on other matters which may require the approval of the holders of voting shares of the Corporation (other than matters affecting the rights, preferences or privileges of said class of preferred stock).
(B) Notwithstanding the foregoing and subject to clause (C) below, such restriction may be waived by the Board of Directors of the Corporation pursuant to an amendment to the Constitution adopted by the Board of Directors, if, in connection with the adoption of such amendment, the Board of Directors in its sole discretion adopts a resolution stating that it is the determination of such Board that such amendment (1) will not impair the ability of the Corporation to carry out its functions and responsibilities as an “exchange” under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”); (2) is otherwise in the best interests of the Corporation and its stockholders and (3) will not impair the ability of the United States Securities and Exchange Commission (the “Commission”) to enforce the Exchange Act, and such amendment shall not be effective until approved by the Commission.
(C) Notwithstanding clauses (A) and (B), above, in any case where a Person either alone or together with its Related Persons would own more than the above percentage limitation upon consummation of any proposed sale, assignment or transfer of the Corporation’s capital stock, the Board of Directors of the Corporation shall have determined that such Person and its Related Persons are not subject to any applicable “statutory disqualification” (within the meaning of Section 3(a)(39) of the Exchange Act).
(D) In making the determinations referred to in clauses (B) and (C), above, the Board of Directors may impose on the Person in question and its Related Persons such conditions and restrictions as it may in its sole discretion deem necessary, app...
Ownership Limits. (i) The directors of the Company have not failed to decline to register a transfer of shares that the directors knew, or had reason to know, would result in a violation of the Ownership Limits (as defined in Bye-Law 64(8)).
(ii) To the knowledge of the Company, (a) none of the Ownership Limits (as defined in Bye-Law 64(8)) have been violated and (b) the Company is not, and has not ever been, a “controlled foreign corporation” (as defined in Section 957 of the U.S. Internal Revenue Code of 1986, as amended).
Ownership Limits. Each Investor acknowledges and agrees that its ownership interests in the Company is subject to the “Aggregate Share Ownership Limit” (as defined in the Charter), calculated in accordance with Section 4.07 of Charter, and the rights, obligations and remedies related thereto.
Ownership Limits. In no event will a holder of Series D-1 Preferred Shares be allowed to accept Common Shares issuable upon conversion of the Series D-1 Preferred Shares that would result in the ownership of an aggregate number of Common Shares, when taken together with any other Common Shares then held by such holder and persons aggregated with such holder under FINRA rules, in excess of 24.9% of the Common Shares outstanding on the Trading Day immediately preceding the Holder Conversion Election Date (each as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and the like and taking into account the number of Common Shares resulting from such conversion) (the “24.9% Share Cap”), unless such ownership of Common Shares in excess of the 24.9% Share Cap is duly approved in advance by FINRA (such approval, the “FINRA Approval”).
Ownership Limits. The Board has granted to the Blackstone Entities an exemption from the Common Stock Ownership Limit and Aggregate Stock Ownership Limit set forth in Article VII of the charter of the Company.
