WAIVER OF OWNERSHIP LIMIT. 1.1 The Company hereby waives the application of the Aggregate Share Ownership Limit contained in Section 5.7(ii)(a)(I)(A)(1) of the Charter to permit Mx. Xxxx to Beneficially Own or Constructively Own shares of Common Stock (collectively, the “Exempt Stock”), subject to an increased Series Limit for the Common Stock of 20% and an increased Overall Limit of 20% (the “Excepted Holder Limit”) from and after the Determination Date (collectively the “Ownership Limit Waiver”), solely as a result of the Bellevue and Advisor Waivers.
WAIVER OF OWNERSHIP LIMIT. Pursuant to Section (C)(4) of Article IV of the Certificate of Incorporation and provided that the representations and warranties in Section 5.06 remain true and accurate, the Company and its Board hereby waive the Ownership Limit applicable to Purchaser so long as Purchaser's Beneficial Ownership of shares of Common Stock shall at no time exceed 42% of the total number of shares of Common Stock (for the purposes of this Section 4.11, Ownership Limit and Beneficial Ownership shall have the meaning, as the case may be, as defined in the Company's Certificate of Incorporation).
WAIVER OF OWNERSHIP LIMIT. 1.1 Pursuant to Section 7.26 of the Merger Agreement, the Company exempts Vornado, effective as of the Effective Time (as defined in the Merger Agreement) and subject to the terms herein, from the Ownership Limit solely (A) (i) to the extent of Vornado’s ownership of the lesser of (1) the number of shares of Equity Stock of the Company into which [10,186,991] NRT OP Units, NRT Common Stock (each as defined in the Merger Agreement) or any combination thereof are exchangeable pursuant to the Merger (as defined in the Merger Agreement); (2) the number of shares of Equity Stock of the Company into which NRT OP Units, NRT Common Stock or combination thereof, owned by Vornado as of the Effective Time, are exchangeable pursuant to the Merger; and (3) any lesser number of shares of Equity Stock of the Company owned by Vornado from time to time following the Effective Time, plus (ii) to the extent of Vornado’s Beneficial Ownership or Constructive Ownership of any Equity Stock of the Company that is owned by Winthrop Realty Trust or WRT Realty L.P. (together “Winthrop”), but in no event more than the lesser of (1) the number of shares of Equity Stock of the Company into which [4,375,000] NRT Common Stock owned by Winthrop are exchangeable pursuant to the Merger; (2) the number of shares of Equity Stock of the Company into which NRT Common Stock, owned by Winthrop as of the Effective Time, are exchangeable pursuant to the Merger; and (3) any lesser number of shares of Equity Stock of the Company owned by Winthrop from time to time following the Effective Time, and (B) upon and subject to Vornado’s compliance with Section 2.2 below and its continued compliance with the covenants referred to therein. This exemption shall not apply to any other shares of Equity Stock of the Company Beneficially Owned or Constructively Owned by Vornado.
WAIVER OF OWNERSHIP LIMIT. 10 SECTION 4.12. SECTION 203 OF DELAWARE LAW.....................................................................10
WAIVER OF OWNERSHIP LIMIT. 1.1 Pursuant to Section 7.26 of the Merger Agreement, the Company exempts Apollo, effective as of the Effective Time (as defined in the Merger Agreement) and subject to the terms herein, from the Ownership Limit solely (A) to the extent of Apollo’s ownership of the lesser of (1) the number of shares of Equity Stock of the Company into which ____________1 NRT OP Units, NRT Common Stock _________________________ 1 Number will equal the number of NRT OP Units held by Apollo at signing which will not exceed 23,359,046 (each as defined in the Merger Agreement) or any combination thereof are exchangeable pursuant to the Merger (as defined in the Merger Agreement), (2) the number of shares of Equity Stock of the Company into which NRT OP Units, NRT Common Stock or combination thereof, owned by Apollo as of the Effective Time, are exchangeable pursuant to the Merger, and (3) any lesser number of shares of Equity Stock of the Company owned by Apollo from time to time following the Effective Time, and (B) upon and subject to Apollo’s compliance with Section 2.2 below and its continued compliance with the covenants referred to therein. This exemption shall not apply to any other shares of Equity Stock of the Company Beneficially Owned or Constructively Owned by Apollo.
WAIVER OF OWNERSHIP LIMIT. General Partner acknowledge that, pursuant to its Articles of Amendment and Restatement, as further amended and supplemented (the "Charter"), no person or entity may beneficially own more than 9.9% of the outstanding Common Stock (the "Ownership Limit") unless the Board of Directors of General Partner waives compliance with such Ownership Limit. General Partner further acknowledges that in connection with the Stockholders Agreement, Contributor (together with its affiliates) received a waiver of the Ownership Limit in connection with its ownership of shares of Common Stock, including the Contributed Assets. General Partner hereby confirms that in the event that Contributor exercises its right of redemption and receives shares of Common Stock, the waiver previously granted to Contributor and its affiliates shall continue to be applicable to the acquisition by Contributor of such shares of Common Stock upon redemption of its Units; provided, however, that the aggregate number of shares of Common Stock held by Contributor and its affiliates following such redemption shall not exceed the Initial Ownership of the Bass Parties as set forth in, and as those terms are defined in, the Stockholders Agreement.
WAIVER OF OWNERSHIP LIMIT. 1.1 The Company exempts Vornado, effective as of the date hereof and subject to the terms herein, from the Ownership Limit solely (A) (i) to the extent of Vornado’s Beneficial Ownership or Constructive Ownership of the lesser of (1) 8,000,000 shares of Equity Stock of the Company to be acquired on the Settlement Date plus the number of shares of Equity Stock of the Company into which 8,149,594 limited partnership units in The Lexington Master Limited Partnership (“MLP Units”) are redeemable pursuant to the Second Amended and Restated Limited Partnership Agreement of the Partnership; and (2) any lesser number of shares of Equity Stock of the Company owned by Vornado from time to time after the Settlement Date, plus (ii) the number of shares of Equity Stock of the Company applicable to Vornado’s Beneficial Ownership or Constructive Ownership of any Equity Stock of the Company that is owned by Winthrop Realty Trust or WRT Realty L.P. (together (“Winthrop”), but in no event more than the lesser of (1) 3,500,000 shares of Equity Stock of the Company and (2) any lesser number of shares of Equity Stock of the Company owned by Winthrop from time to time following the Settlement Date, and (B) upon and subject to Vornado’s compliance with Section 2.2 below and its continued compliance with the covenants referred to therein. This exemption shall not apply to any other shares of Equity Stock of the Company Beneficially Owned or Constructively Owned by Vornado.
WAIVER OF OWNERSHIP LIMIT. 1.1 The Company exempts Vornado, effective as of the date hereof and subject to the terms herein, from the Ownership Limit solely (A) (i) to the extent of Vornado’s Beneficial Ownership or Constructive Ownership of the lesser of (1) 8,000,000 shares of Equity Stock of
WAIVER OF OWNERSHIP LIMIT. The Board of Directors of the Company has waived the Ownership Limit (as defined in the Articles of Incorporation) to permit the Purchaser to acquire and hold an ownership position in the Company in an amount not to exceed 16% of the issued and outstanding Common Stock (provided, however, that the Purchaser shall not be in breach of the Ownership Limit if its percentage ownership increases above 16% solely as the result of the repurchase by the Company of its Common Stock), and such waiver is in full force and effect. A true and complete copy of such waiver has been delivered to the Purchaser prior to the execution hereof.
WAIVER OF OWNERSHIP LIMIT. 1.1 The Company hereby waives the application of the Aggregate Share Ownership Limit contained in Section 5.7(ii)(a)(I)(A)(1) of the Charter to permit Bellevue to Beneficially Own or Constructively Own shares of Common Stock (collectively, the “Exempt Stock”), subject to an increased Series Limit for the Common Stock of 15.3% and an increased Overall Limit of 15.3% (the “Excepted Holder Limit”) from and after the Determination Date (collectively the “Ownership Limit Waiver”).
