Common use of Prevention of Transfer Clause in Contracts

Prevention of Transfer. If the Board of Trustees or its designee shall at any time determine in good faith that a Transfer has taken place in violation of Section 7.2 or that a Person intends to acquire or has attempted to acquire beneficial ownership (determined without reference to any rules of attribution) or Beneficial Ownership of any Shares in violation of Section 7.2, the Board of Trustees or its designee shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer, including, but not limited to, refusing to give effect to such Transfer on the books of the Trust or instituting proceedings to enjoin such Transfer; provided, however, that any Transfers or attempted Transfers in violation of subparagraphs Section 7.2 (b), (c), (d) and (e) shall automatically result in the designation and treatment described in Section 7.3, irrespective of any action (or non- action) by the Board of Trustees.

Appears in 2 contracts

Samples: Merger Agreement (Equity Residential Properties Trust), Merger Agreement (Equity Residential Properties Trust)

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Prevention of Transfer. If the Board of Trustees or its designee shall at any time determine in good faith that a Transfer has taken place in violation of Section 7.2 or that a Person intends to acquire or has attempted to acquire beneficial ownership (determined without reference to any rules of attribution) or Beneficial Ownership of any Shares in violation of Section 7.2, the Board of Trustees or its designee shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer, including, but not limited to, refusing to give effect to such Transfer on the books of the Trust or instituting proceedings to enjoin such Transfer; providedPROVIDED, howeverHOWEVER, that any Transfers or attempted Transfers in violation of subparagraphs Section 7.2 (b), (c), (d) and (e) shall automatically result in the designation and treatment described in Section 7.3, irrespective of any action (or non- action) by the Board of Trustees.

Appears in 1 contract

Samples: Agreement and Plan of Combination (Rockefeller Center Properties Inc)

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Prevention of Transfer. If the Board of Trustees or its their designee shall at any time determine in good faith their sole discretion that a Transfer has taken place in violation of Section 7.2 7.2(b) or that a Person intends to acquire or has attempted to acquire beneficial ownership (determined without reference to any rules of attribution) or Beneficial Ownership of any Shares in violation of Section 7.27.2(b), the Board of Trustees or its designee their designee(s) shall take such action as it deems they deem advisable to refuse to give effect to or to prevent such Transfer, including, but not limited towithout limitation, refusing to give effect to such Transfer on the books of the Trust or instituting proceedings to enjoin such Transfer; provided, however, that any Transfers Transfer or attempted Transfers in violation of subparagraphs Section 7.2 (b), (c), (d) and (e7.2(b)(i) shall automatically result in the designation and treatment described in Section 7.37.2(c), irrespective of any action (or non- non-action) by the Board of Trustees.

Appears in 1 contract

Samples: Amended and Restated Agreement and Declaration of Trust (Forum Real Estate Income Fund)

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