Ownership Waiver. Solely with respect to Xxxxxx X. Xxxx, or his Affiliates, immediate family members, trusts of immediate family members, estates or heirs or successors or assigns or the Xxxxxx Xxxx Trust U/D/T March 10, 1983, as amended, or its Affiliates, successors or assigns (collectively, the “Rady Group”), based on the shareholder representation letter described in Section 7.03(i), the Board of Directors of the REIT shall have granted an exception to the Common Stock Ownership Limit and the Aggregate Stock Ownership Limit set forth in the REIT Charter, providing the Rady Group with an Excepted Holder Limit (as defined in the REIT Charter) of [ ]%.
Ownership Waiver. Constellation OP and Newco shall have entered into an ownership waiver letter in a form reasonably acceptable to all parties pursuant to which Newco has exempted Constellation OP from the ownership limits set forth in the Newco Charter and established an Excepted Holder Limit (as such term is defined in the Newco Charter) for Constellation OP pursuant to Section 7.2.7 of Newco Charter that allows Constellation OP to own 39% of Newco Common Stock, on a fully diluted basis.
Ownership Waiver. The Ownership Waiver shall have been granted by the Company.
Ownership Waiver. Counterparty agrees to submit for approval by its Board of Directors no later than May 5, 2005, the date of Counterparty’s 2005 annual meeting of shareholders, an ownership waiver in the form attached as Exhibit A (the “Ownership Waiver”). Unless and until Counterparty’s Board of Directors approves the Ownership Waiver, notwithstanding anything else herein to the contrary:
i. Counterparty agrees that it will not request Physical Settlement or Net Share Settlement on any single Settlement Date or Initial Pricing Date for Unwind Shares that, assuming all such Unwind Shares were issued at the close of business on such Settlement Date or the related Initial Cash Settlement Payment Date, would represent more than 3.5% of Counterparty’s outstanding common stock;
ii. Subject to “Accelerated Unwind”, the Settlement Date and the Initial Pricing Date shall be July 15, 2005 with respect to 50% of the Number of Shares, and August 1, 2005 for the remaining Number of Shares; and
iii. If an Event of Default, a Termination Event, an Extraordinary Event or an Additional Disruption Event (other than an Insolvency Filing) occurs resulting in Physical Settlement or Counterparty elects to deliver Termination Delivery Units:
(1) Citibank shall not be entitled to receive Shares hereunder to the extent (but only to the extent) that such receipt would result in Citibank violating the 7% Ownership Limit (as defined in Counterparty’s Articles of Incorporation);
(2) if any delivery owed to Citibank hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Citibank gives notice to Counterparty that such delivery would not result in Citibank violating the 7% Ownership Limit; and
(3) Counterparty shall cooperate with Citibank to enable Citibank to close out its hedge of this Transaction as promptly as practicable
Ownership Waiver. Based on the shareholder representation letter described in Section 7.03(h), the Board of Directors of the REIT shall have granted an exception to the Common Stock Ownership Limit (as defined in the REIT Charter) and the Aggregate Stock Ownership Limit (as defined in the REIT Charter) set forth in the REIT Charter, providing the Shareholder with an Excepted Holder Limit (as defined in the REIT Charter) of %, or such lower limit as is necessary for the Shareholder to own the Merger Consideration without a violation of the Common Stock Ownership Limit or the Aggregate Stock Ownership Limit set forth in the REIT Charter.
Ownership Waiver. Buyer shall have obtained from the FCC a temporary waiver, extending for a period of twelve months after the Closing, of Section 73.3555(b) of the FCC's rules and regulations to the extent such section would otherwise prohibit Buyer's simultaneous ownership of the Stations and Buyer's interests in the television stations described on Schedule 4.3.
Ownership Waiver. Simultaneously with the Closing, the Company shall enter into a waiver agreement (each, a “Waiver Agreement”), in the form attached as Exhibit H hereto, with Apollo Real Estate Investment Fund III, L.P. and Vornado Realty Trust (the “Waiver Parties”).
Ownership Waiver. 4.1 The Board has adopted, declared advisable and recommends for stockholder approval at the Company's 2006 annual meeting of stockholders (the "2006 Annual Meeting") an amendment (the "Amendment") to the Charter, in substantially the form attached as Exhibit A hereto. If the Amendment is adopted by the requisite vote of the stockholders of the Company, the Company shall cause the Amendment to be promptly filed (and in any event filed no later than one (1) business day after the date of the 2006 Annual Meeting) with the Maryland State Department of Assessments and Taxation (the "SDAT"). If the Amendment is not approved and filed with the Maryland State Department of Assessments and Taxation by the Waiver Effective Date (as hereinafter defined), the Company's Board of Directors will, effective
