Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer, any Person who, but for the provisions of this Article VII, would Beneficially Own or Constructively Own shares of Capital Stock in violation of Section 7.2.1, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares that the Prohibited Owner would have so owned.
Appears in 5 contracts
Sources: Merger Agreement (Mobile Infrastructure Corp), Merger Agreement (Forest City Realty Trust, Inc.), Master Combination Agreement (NorthStar Real Estate Income II, Inc.)
Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported TransferTransfer or Non-Transfer Event, any Person who, but for the provisions of this Article VIISection 6.1.1 hereof, would beneficially own (determined under the principles of Section 856(a)(5) of the Code), Beneficially Own or Constructively Own shares of Capital Stock in violation of Section 7.2.1Shares, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares Shares that the Prohibited Owner would have so owned.
Appears in 5 contracts
Sources: Subscription Agreement (HG Holdings, Inc.), Subscription Agreement (HG Holdings, Inc.), Subscription Agreement (HG Holdings, Inc.)
Prohibited Owner. The term “"Prohibited Owner” " shall mean, with respect to any purported Transfer, any Person who, but for the provisions of Section 2.1 of this Article VIIV, would Beneficially Own or Constructively Own shares of Capital Stock Equity Shares in violation of the limits of such Section 7.2.12.1, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares Equity Shares that the Prohibited Owner would have so owned.
Appears in 4 contracts
Sources: Agreement and Declaration of Trust (RMR Securities REIT), Second Amended and Restated Agreement and Declaration of Trust (RMR Real Estate Fund), Trust Agreement (RMR Preferred Dividend Fund)
Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer, any Person who, but for the provisions of subparagraph (b)(1) of this Article VIININTH, would Beneficially Own or Constructively Own shares of Capital Stock in violation of Section 7.2.1Stock, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares that the Prohibited Owner would have so owned.
Appears in 3 contracts
Sources: Merger Agreement (Hanover Capital Mortgage Holdings Inc), Merger Agreement (Walter Industries Inc /New/), Agreement and Plan of Merger (Walter Industries Inc /New/)
Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported TransferTransfer (or other event), any Person who, but for the provisions of this Article VIIXII, would Beneficially Own or Constructively Own shares of Capital Stock Shares in violation of Section 7.2.112.2.1, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares that the Prohibited Owner would have so owned.
Appears in 2 contracts
Sources: Agreement and Declaration of Trust (Nexpoint Diversified Real Estate Trust), Agreement and Declaration of Trust (NexPoint Strategic Opportunities Fund)
Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer, any Person who, but for the provisions of this Article VIISection 6.2.1, would Beneficially Own or Constructively Own shares of Capital Stock in violation of Section 7.2.1Stock, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares that the Prohibited Owner would have so owned.
Appears in 2 contracts
Sources: Merger Agreement (American Assets Trust, Inc.), Merger Agreement (American Assets Trust, Inc.)
Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer, any Person who, but for the provisions of Section 2.1 of this Article VIIV, would Beneficially Own or Constructively Own shares of Capital Stock Equity Shares in violation of the limits of such Section 7.2.12.1, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares Equity Shares that the Prohibited Owner would have so owned.
Appears in 1 contract
Sources: Agreement and Declaration of Trust (Overstreet Adrian Marcel)
Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer, any Person who, but for the provisions of this Article VIIVI herein, would Beneficially Own or Constructively Own shares of Capital Stock Shares in violation of Section 7.2.16.1.1, and and, if appropriate in the context, shall also mean any Person who would have been the record owner of the shares Shares that the Prohibited Owner would have so owned.
Appears in 1 contract
Prohibited Owner. The term “"Prohibited Owner” " shall mean, with respect to any purported Transfer, any Person who, but for the provisions of subparagraph (b)(1) of this Article VIININTH, would Beneficially Own or Constructively Own shares of Capital Stock in violation of Section 7.2.1Stock, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares that the Prohibited Owner would have so owned.
Appears in 1 contract
Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported TransferTransfer (as defined in this Section 1.1 of this Schedule) (or other event), any Person who, but for the provisions of Section 1.2.1 of this Article VIISchedule, would Beneficially Own or Constructively Own shares of Capital Stock in violation of the provisions of Section 7.2.11.2.1(a) of this Schedule, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares of Capital Stock that the Prohibited Owner would have so owned.
Appears in 1 contract
Sources: Limited Liability Limited Partnership Agreement (Ladder Capital Corp)
Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer, any Person who, but for the provisions of this Article VIISection 7.2.1, would Beneficially Own or Constructively Own shares of Capital Stock in violation of Section 7.2.1Stock, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares that the Prohibited Owner would have so owned.
Appears in 1 contract
Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported TransferTransfer (or Non-Transfer Event), any Person who, but for the provisions of this Article VIISection 4.2(a), would Beneficially Own or Constructively Own shares of Capital Stock in violation of Section 7.2.1the provisions of 4.2(a)(i) and, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares of Capital Stock that the Prohibited Owner would have so owned.
Appears in 1 contract
Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer, any Person who, but for the provisions of this Article VIIIV, would Beneficially Own or Constructively Own shares of Capital Stock in violation of Section 7.2.12(1), and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares of Capital Stock that the Prohibited Owner would have so owned.
Appears in 1 contract