Common use of Securities Beneficially Owned Clause in Contracts

Securities Beneficially Owned. The term “securities beneficially owned” includes securities owned by a person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of such security; and/or, (ii) investment power, which includes the power to dispose, or to direct the disposition of, such security. The SEC has indicated that an analysis of all relevant facts and circumstances in a particular situation is essential in order to identify each person possessing the requisite voting power or investment power underlying beneficial ownership. All securities beneficially owned by a person are to be aggregated in determining how many securities such person owns, regardless of the nature of the beneficial ownership. Thus, a person who serves as trustee of several trusts which hold securities of the same issuer would have to aggregate the number held in each trust with respect to which such trustee has either voting power or investment power, or both.