Subsequent Holder Exemption Sample Clauses

Subsequent Holder Exemption. Subsequent Holders" consist of Persons who are not KanAm Holders and who Acquire Redemption Shares either (i) directly from one or more KanAm Holders or (ii) upon redemption of Redeemable Units directly acquired by such Person from one or more KanAm Holders; provided that in the case of clause (i), Redemption Shares purchased on the New York Stock Exchange or other similar national market shall not fall within the scope hereof unless, within ten (10) days after the purchase thereof, the Person who purchased such Redemption Shares provides written notice thereof to the Company, together with conclusive evidence satisfactory to the Company, in its reasonable discretion, demonstrating that in fact the shares in question are Redemption Shares and were purchased directly from a KanAm Holder. Subject to the REIT limitations set forth in Section 3.1, the Company exempts from the Ownership Limit each Subsequent Holder, effective as of the date of receipt by the Company of a counterpart signature page to this Agreement in the form attached hereto and an executed Certificate from such Subsequent Holder in accordance with Section 3.2, but (i) only with respect to and to the extent of such Subsequent Holder's Beneficial Ownership of all or any portion of the Redemption Shares described in the first sentence hereof, (ii) only upon and subject to such Subsequent Holder's compliance with Section 3.2 and continued compliance with the covenants referred to therein, and (iii) only if there shall not have occurred a Material KanAm Default (as defined in the Master Contribution Agreement). Each exempted Subsequent Holder shall be listed on Schedule 3 hereto, which shall be amended from time to time, provided that the failure of the Company to implement such amendments shall not in any way limit or impair the rights of a Subsequent Holder who has made all of the deliveries required of such Subsequent Holder in the first two sentences of this Section 2.2 and otherwise continues to qualify for an exemption from the Ownership Limit thereunder and the other provisions of this Agreement, including without limitation Section 5.1.4 hereof. Notwithstanding anything to the contrary in this Agreement, no Person who Acquires any Redemption Shares or any Redeemable Units in violation of Article V shall qualify as a Subsequent Holder.
Sample 1
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Related to Subsequent Holder Exemption

  • ¨ Check if Transfer is Pursuant to Other Exemption (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: ANNEX A TO CERTIFICATE OF TRANSFER

  • o Check if Transfer is Pursuant to Other Exemption (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: Name: Title: Dated: ANNEX A TO CERTIFICATE OF TRANSFER

  • PURSUANT TO OTHER EXEMPTION (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. ______________________________________ [Insert Name of Transferor] By: ___________________________________ Name: Title: Dated: _______________________ ANNEX A TO CERTIFICATE OF TRANSFER

  • FINRA Exemption To enable Xxxxx to rely on Rule 5110(b)(7)(C)(i) of FINRA, the Company represents that the Company (i) has a non-affiliate, public common equity float of at least $150 million or a non-affiliate, public common equity float of at least $100 million and annual trading volume of at least three million shares and (ii) has been subject to the Exchange Act reporting requirements for a period of at least 36 months.

  • Offering Exemption Assuming the truth and accuracy of the representations and warranties contained in Section 7, this issuance and delivery to the Holder of this Note is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and will be registered or qualified (or exempt from registration or qualification) under applicable state securities and “blue sky” laws, as currently in effect.

  • Securities Law Exemption Assuming the truth and accuracy of each Investor’s representations set forth in this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

  • Regulation S Exemption The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

  • Securities Act Exemption Neither the Holder nor anyone acting on behalf of the Holder has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. The Holder understands that the Exchange contemplated hereby is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act. The Holder understands that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for the exemption under Section 3(a)(9) of the Securities Act as well as qualifying for exemptions under applicable state securities laws.

  • Section 16(b) Exemption The Company shall take all actions reasonably necessary to cause the transactions contemplated by this Agreement and any other dispositions of equity securities of the Company (including derivative securities) in connection with the transactions contemplated by this Agreement by each individual who is a director or executive officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

  • Securities Law Exemptions Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 1(b) (including Annex C hereto) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act.

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