STATUS FOR REIT OWNERSHIP AND INCOME TESTS Sample Clauses

STATUS FOR REIT OWNERSHIP AND INCOME TESTS. At the Closing, applying the stock ownership rules of Code Section 856(h), Buyer will be treated as a corporation, and the Shares that it owns will be treated as owned proportionately by Buyer's policyholders (its "shareholders" for this purpose).
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STATUS FOR REIT OWNERSHIP AND INCOME TESTS. Following the Closing Date, and at all subsequent times during which the Investor or the Pecuniary Owner owns any of the Shares, applying the stock ownership rules of Section 856(h) of the Code, the representation set forth in Section 4.8 will remain true and correct.
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STATUS FOR REIT OWNERSHIP AND INCOME TESTS. At the Closing, each ------------------------------------------ of MSRE and each MSAM Purchaser will own (assuming for purposes of this representation, only the Common Shares purchased pursuant to this Agreement) on a fully-diluted basis Common Shares of Seller which shall not exceed the following percentages: MSRE 5.0%, Stichting Pensionfonds ABP 5.0%, Stichting Bedrijfspensioenfonds Voor De Metaalnijverheid 5.0%, Xxxxxx Xxxxxxx Real Estate Special Situations Fund I, L.P. 9.99%, and Xxxxxx Xxxxxxx Real Estate Special Situations Fund II, L.P. 9.99%. At the Closing, to the best of MSAM's knowledge, the purchase of the Common Shares by the MSAM Purchasers will not result in a "qualified trust" as defined in Code Section 856(h)(3) holding more than 25% in value of the Seller's outstanding stock. MSRE and/or the MSAM Purchasers are not purchasing the Common Shares, and will not hold any or all of the Common Shares so purchased, through any arrangement or entity that would be deemed, for federal income tax purposes, to be a partnership between MSRE and/or the MSAM Purchasers. The Common Shares that each MSAM Purchaser owns will not be considered to be owned by any individual (or entity treated as an individual under Section 856(h) of the Code, other than through the operation of Section 856(h)(3)(A)(ii)) who after application of the stock ownership rules of Section 856(h) of the Code would own more than 9.8% of the lesser of the number or value of any outstanding class of Capital Stock, unless, at the time of the Closing, such individual or entity is already considered to own, under Section 856(h) of the Code, 9.7% or more of the lesser of the number or value of such class of Capital Stock. At the Closing, the Common Shares owned by MSRE shall not exceed, on a fully-diluted basis, 5% of all outstanding Common Shares. At the Closing, and at all times thereafter, applying the stock ownership rules of Code Section 856(h), as in effect at the time of the Closing (a) MSRE will be treated as a corporation, and the Common Shares that it owns will be treated as owned proportionately by its shareholders and (b) no individual (or entity treated as an individual under Section 856(h) of the Code) will be considered as owning more than 9.8% of the Common Shares owned by MSRE. At the Closing, and at all times thereafter, applying the stock ownership rules of Code Section 856(h), as in effect at the time of the Closing, (a) MSRE will be treated as a corporation, and the Commo...
Sample 1
STATUS FOR REIT OWNERSHIP AND INCOME TESTS. At the Closing, each of MSRE and each MSAM Purchaser will own (assuming for purposes of this representation, only the Common At the Closing, the Common Shares owned by MSRE shall not exceed, on a fully-diluted basis, 5% of all outstanding Common Shares. At the Closing, and at all times thereafter, applying the stock ownership rules of Code Section 856(h), as in effect at the time of the Closing (a) MSRE will be treated as a corporation, and the Common Shares that it owns will be treated as owned proportionately by its shareholders and (b) no individual (or entity treated as an individual under Section 856(h) of the Code) will be considered as owning more than 9.8% of the Common Shares owned by MSRE. At the Closing, and at all times thereafter, applying the stock ownership rules of Code Section 856(h), as in effect at the time of the Closing, (a) MSRE will be treated as a corporation, and the Common Shares that it owns will be treated as owned proportionately by its shareholders and (b) the Common Shares that MSRE owns will not be considered to be owned by any individual (or entity treated as an individual under Section 856(h) of the Code) who after application of the stock ownership rules of Section 856(h) of the Code would own more than 9.8% of the lesser of the number or value of any outstanding class of Capital Stock.
Sample 1
STATUS FOR REIT OWNERSHIP AND INCOME TESTS. To the best of Investor's knowledge, the Common Shares that Investor will own on the Closing Date will not be considered to be owned by any individual (or entity treated as an individual under Section 856(h) of the Code, other than through the operation of Section 856(h)(3)(A)(ii)) who after application of the stock ownership rules of Section 856(h) of the Code would own more than 9.8% of the lesser of the number or value of any outstanding class of Capital Stock of Seller, unless, at the time of the Closing, such individual or entity is already considered to own, under Section 856(h) of the Code, 9.8% or more of the lesser of the number or value of such class of Capital Stock.
Sample 1
STATUS FOR REIT OWNERSHIP AND INCOME TESTS. Following the Closing Date, and at all subsequent times during which Investor owns any Common Shares, to the best of Investor's knowledge, the Common Shares that Investor will own will not be considered to be owned by any individual (or entity treated as an individual under Section 856(h) of the Code, other than through the operation of Section 856(h)(3)(A)(ii)) who after application of the stock ownership rules of Section 856(h) of the Code would own more than 9.8% of the lesser of the number or value of any outstanding class of Capital Stock of Seller.
Sample 1
STATUS FOR REIT OWNERSHIP AND INCOME TESTS. Following the Closing, and at all subsequent times during which Buyer owns any of the Shares, applying the stock ownership rules of
Sample 1
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Related to STATUS FOR REIT OWNERSHIP AND INCOME TESTS

  • Capitalization; Ownership Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing).

  • No Claim Regarding Stock Ownership or Sale Proceeds There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

  • Ownership and Return The Receiving Party acknowledges that the Disclosing Party (or any third party entrusting its own information to the Disclosing Party) claims ownership of its Confidential Information in the possession of the Receiving Party. Upon the expiration or termination of this Agreement, and at the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all originals, copies, and summaries of documents, materials, and other tangible manifestations of Confidential Information in the possession or control of the Receiving Party, except that the Receiving Party may retain one copy of the Confidential Information in the possession of its legal counsel solely for the purpose of monitoring its obligations under this Agreement.

  • Determination of Net Asset Value The Trustees shall cause the Net Asset Value of Shares of each Series or Class to be determined from time to time in a manner consistent with applicable laws and regulations. The Trustees may delegate the power and duty to determine Net Asset Value per Share to one or more Trustees or officers of the Trust or to a custodian, depository or other agent appointed for such purpose. The Net Asset Value of Shares shall be determined separately for each Series or Class at such times as may be prescribed by the Trustees or, in the absence of action by the Trustees, as of the close of regular trading on the New York Stock Exchange on each day for all or part of which such Exchange is open for unrestricted trading.

  • Ownership and Transfer (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant.

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.

  • RIGHTS OF OWNERSHIP; RETURN OF RECORDS All records and other data except computer programs and procedures developed to perform services required to be provided by Ultimus are the exclusive property of the Trust and all such records and data will be furnished to the Trust in appropriate form as soon as practicable after termination of this Agreement for any reason. Ultimus may at its option at any time, and shall promptly upon the Trust's demand, turn over to the Trust and cease to retain Ultimus' files, records and documents created and maintained by Ultimus pursuant to this Agreement which are no longer needed by Ultimus in the performance of its services or for its legal protection. If not so turned over to the Trust, such documents and records will be retained by Ultimus for six years from the year of creation. At the end of such six-year period, such records and documents will be turned over to the Trust unless the Trust authorizes in writing the destruction of such records and documents.

  • Return of Contribution Nonrecourse to Other Members Except as provided by law or as expressly provided in this Operating Agreement, upon dissolution, each Member shall look solely to the assets of the Company for the return of its Capital Contribution. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the cash contribution of one or more Members, such Member or Members shall have no recourse against any other Member.

  • Record Ownership The Company, or its attorney, shall maintain a register of the Holder of the Debentures (the "Register") showing their names and addresses and the serial numbers and principal amounts of Debentures issued to them. The Register may be maintained in electronic, magnetic or other computerized form. The Company may treat the person named as the Holder of this Debenture in the Register as the sole owner of this Debenture. The Holder of this Debenture is the person exclusively entitled to receive payments of interest on this Debenture, receive notifications with respect to this Debenture, convert it into Common Stock and otherwise exercise all of the rights and powers as the absolute owner hereof.

  • Qualified Small Business Stock The Company shall use commercially reasonable efforts to cause the shares of Preferred Stock issued pursuant to the Purchase Agreement, as well as any shares into which such shares are converted, within the meaning of Section 1202(f) of the Internal Revenue Code (the “Code”), to constitute “qualified small business stock” as defined in Section 1202(c) of the Code; provided, however, that such requirement shall not be applicable if the Board of Directors of the Company determines, in its good-faith business judgment, that such qualification is inconsistent with the best interests of the Company. The Company shall submit to its stockholders (including the Investors) and to the Internal Revenue Service any reports that may be required under Section 1202(d)(1)(C) of the Code and the regulations promulgated thereunder. In addition, within twenty (20) business days after any Investor’s written request therefor, the Company shall, at its option, either (i) deliver to such Investor a written statement indicating whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code or (ii) deliver to such Investor such factual information in the Company’s possession as is reasonably necessary to enable such Investor to determine whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code.

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