Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer or Non-Transfer Event, any Person who, but for the provisions of Section 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, and if appropriate in the context, shall also mean any Person who would have been the record owner of Shares that the Prohibited Owner would have so owned.
Appears in 5 contracts
Samples: 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 or Non-Transfer EventTransfer, any Person who, but for the provisions of Section 6.1.1 hereofthis Article VII, would beneficially own (determined under the principles of Section 856(a)(5) of the Code), Beneficially Own or Constructively Own Sharesshares 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 Shares the shares that the Prohibited Owner would have so owned.
Appears in 5 contracts
Samples: 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 Transfer or Non-Transfer EventTransfer, any Person who, but for the provisions of Section 6.1.1 hereof2.1 of this Article V, would beneficially own (determined under the principles of Section 856(a)(5) of the Code), Beneficially Own or Constructively Own SharesEquity Shares in violation of the limits of such Section 2.1, and if appropriate in the context, shall also mean any Person who would have been the record owner of Equity Shares that the Prohibited Owner would have so owned.
Appears in 4 contracts
Samples: Trust Agreement (RMR Preferred Dividend Fund), Second Amended and Restated Agreement and Declaration of Trust (RMR Real Estate Fund), Agreement and Declaration of Trust (RMR Securities REIT)
Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer or Non-Transfer EventTransfer, any Person who, but for the provisions of Section 6.1.1 hereofsubparagraph (b)(1) of this Article NINTH, would beneficially own (determined under the principles of Section 856(a)(5) of the Code), Beneficially Own or Constructively Own Sharesshares of Capital Stock, and if appropriate in the context, shall also mean any Person who would have been the record owner of Shares the shares that the Prohibited Owner would have so owned.
Appears in 3 contracts
Samples: Merger Agreement (Walter Industries Inc /New/), Agreement and Plan of Merger (Walter Industries Inc /New/), Merger Agreement (Hanover Capital Mortgage Holdings Inc)
Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer (or Non-Transfer Eventother event), any Person who, but for the provisions of Section 6.1.1 hereofthis Article XII, would beneficially own (determined under the principles of Section 856(a)(5) of the Code), Beneficially Own or Constructively Own SharesShares in violation of Section 12.2.1, and if appropriate in the context, shall also mean any Person who would have been the record owner of Shares the shares that the Prohibited Owner would have so owned.
Appears in 2 contracts
Samples: 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 or Non-Transfer EventTransfer, any Person who, but for the provisions of Section 6.1.1 hereof6.2.1, would beneficially own (determined under the principles of Section 856(a)(5) of the Code), Beneficially Own or Constructively Own Sharesshares of Capital Stock, and if appropriate in the context, shall also mean any Person who would have been the record owner of Shares the shares that the Prohibited Owner would have so owned.
Appears in 2 contracts
Samples: 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 or Non-Transfer EventTransfer, any Person who, but for the provisions of Section 6.1.1 hereof7.2.1, would beneficially own (determined under the principles of Section 856(a)(5) of the Code), Beneficially Own or Constructively Own Sharesshares of Capital Stock, and if appropriate in the context, shall also mean any Person who would have been the record owner of Shares the shares that the Prohibited Owner would have so owned.
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Prohibited Owner. The term “"Prohibited Owner” " shall mean, with respect to any purported Transfer or Non-Transfer EventTransfer, any Person who, but for the provisions of Section 6.1.1 hereofsubparagraph (b)(1) of this Article NINTH, would beneficially own (determined under the principles of Section 856(a)(5) of the Code), Beneficially Own or Constructively Own Sharesshares of Capital Stock, and if appropriate in the context, shall also mean any Person who would have been the record owner of Shares the shares that the Prohibited Owner would have so owned.
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Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer or Non-Transfer EventTransfer, any Person who, but for the provisions of Section 6.1.1 hereof2.1 of this Article V, would beneficially own (determined under the principles of Section 856(a)(5) of the Code), Beneficially Own or Constructively Own SharesEquity Shares in violation of the limits of such Section 2.1, and if appropriate in the context, shall also mean any Person who would have been the record owner of Equity Shares that the Prohibited Owner would have so owned.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Overstreet Adrian Marcel)
Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer or Non-Transfer EventTransfer, any Person who, but for the provisions of Section 6.1.1 hereofArticle VI herein, would beneficially own (determined under the principles of Section 856(a)(5) of the Code), Beneficially Own or Constructively Own SharesShares in violation of Section 6.1.1, and and, if appropriate in the context, shall also mean any Person who would have been the record owner of Shares that the Prohibited Owner would have so owned.
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Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer (or Non-Transfer Event), any Person who, but for the provisions of Section 6.1.1 hereof4.2(a), would beneficially own (determined under the principles of Section 856(a)(5) of the Code), Beneficially Own or Constructively Own Sharesshares of Capital Stock in violation of the 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 Shares the shares of Capital Stock that the Prohibited Owner would have so owned.
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Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer (as defined in this Section 1.1 of this Schedule) (or Non-Transfer Eventother event), any Person who, but for the provisions of Section 6.1.1 hereof1.2.1 of this Schedule, would beneficially own (determined under the principles of Section 856(a)(5) of the Code), Beneficially Own or Constructively Own Sharesshares of Capital Stock in violation of the provisions of Section 1.2.1(a) of this Schedule, and if appropriate in the context, shall also mean any Person who would have been the record owner of Shares the shares of Capital Stock that the Prohibited Owner would have so owned.
Appears in 1 contract
Samples: Limited Liability Limited Partnership Agreement (Ladder Capital Corp)
Prohibited Owner. The term “Prohibited Owner” shall mean, with respect to any purported Transfer or Non-Transfer EventTransfer, any Person who, but for the provisions of Section 6.1.1 hereofthis Article IV, would beneficially own (determined under the principles of Section 856(a)(5) of the Code), Beneficially Own or Constructively Own Sharesshares of Capital Stock in violation of Section 2(1), and if appropriate in the context, shall also mean any Person who would have been the record owner of Shares the shares of Capital Stock that the Prohibited Owner would have so owned.
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