Waiver of Ownership Limitations. Borrower hereby covenants and agrees to use its best efforts to cause to be issued to Gotham a waiver of the ownership limitations set forth in Article VI, Section 6 of the By-Laws of Borrower, in form and substance reasonably satisfactory to Gotham, to the extent necessary (in light of all other securities of Borrower directly, indirectly, beneficially or constructively owned or controlled by or subject to the power to vote of (in each case, within the meaning of Borrower's Organizational Documents, the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder, and the Internal Revenue Code and the rules and regulations thereunder) Gotham to permit Gotham to acquire the securities it may become obligated to purchase pursuant to the Standby Purchase Agreement to which Gotham is a party; provided, however, that notwithstanding the foregoing or any other provision of this Agreement, (i) Borrower shall not be obligated to take any action hereunder which would prevent Borrower from qualifying or continuing to qualify for taxation under the Internal Revenue Code as a REIT, and (ii) Borrower shall not be prevented or restricted hereunder with respect to taking any action which the Board of Trustees of Borrower shall deem advisable to prevent disqualification of Borrower for taxation under the Internal Revenue Code as a REIT.
Waiver of Ownership Limitations. So long as any of the Series A Preferred Shares remain issued and outstanding or the Investor owns more than 9.9% of the Company's outstanding common shares of beneficial interest, the Company shall not reverse or rescind the waiver required to be granted pursuant to Section 4.12 of this Agreement.
Waiver of Ownership Limitations. Advisor Parent acknowledges and understands that each of GNL and RTL intends to continue to operate in such a manner as to qualify as a REIT for the taxable year ended December 31, 2023 and beyond. Upon or prior to the Closing Date, GNL shall (a) waive pursuant to its Organizational Documents (and subject to the terms thereof) by the filing of a Certificate of Notice with the Maryland State Department of Assessments and Taxation any ownership limitations set forth in GNL’s Organizational Documents with respect to GNL Shares held by Advisor Parent or any Person that is a direct or indirect equity owner thereof, or otherwise exempt pursuant to its Organizational Documents (and subject to the terms thereof) Advisor Parent or any such Person from such ownership limitations, in each case to the extent such limitations would otherwise impact or restrict the ability for the Aggregate Share Consideration to be issued in full pursuant to this Agreement or the ability for LTIP Units to be fully exchanged for GNL Shares (including by designating Advisor Parent or any such Person as an “Excepted Holder” with an “Excepted Holder Limit” and decreasing the “Aggregate Share Ownership Limit” for all other Persons (each as defined in GNL’s Articles of Restatement)); and (b) provide Advisor Parent with evidence reasonably satisfactory to Advisor Parent of such waiver or exemption, and any such amendment. In connection with the foregoing, Advisor Parent shall execute, and shall cause any other Person that is a direct or indirect equity owner of Advisor Parent and that Beneficially Owns or Constructively Owns shares of stock of GNL or RTL (as applicable), or is otherwise designated as an “Excepted Holder” (as defined in GNL’s Articles of Restatement) on or prior to the Closing Date, to execute, an Ownership Limit Waiver Agreement (including, for the avoidance of any doubt, a Certificate of Representations and Covenants for Ownership Limited Waiver) in the form attached hereto. The foregoing waiver is dependent on (x) the ownership of Advisor Parent as reflected on Schedule 3.24 as of the date hereof being true, correct, and complete in all material respects as of the Closing, and (y) all distributions from Advisor Parent shall be made in accordance with such ownership.
Waiver of Ownership Limitations. 23 6.9 No Public Disclosure..................................24 6.10 Annual Certificate of Independent Public Accountants or Company Counsel........................24 6.11 Prohibition on Issuance of Series D Preferred Shares................................................24 6.12 Amendment to Limited Partnership Agreement............24 6.13 Certificate of Company Security Ownership.............24 6.14 Standstill............................................24 6.15
Waiver of Ownership Limitations. So long as any of the Series D Preferred Shares remain issued and outstanding or the Investor owns more than 8.5% of the Company's outstanding common shares of beneficial interest, the Company shall not reverse or rescind the waiver required to be granted pursuant to SECTION 4.12 of this Agreement. The Company covenants and agrees to provide the Investor all information which the Investor needs to complete the Certificate described in SECTION 4.12. The Company covenants and agrees that it shall waive the application of such portions of the Ownership Limit (as defined in the Declaration) as are necessary to permit ownership of more than 9.8% of the outstanding number of Series D Preferred Shares by any Person to whom the Investor or any transferee of the Investor transfers the Series D Preferred Shares (a "Transferee"); provided that (x) such Transferee is not an individual for purposes of Section 542(a) of the Internal Revenue Code, (y) the Company shall not be required to waive such portions of the Ownership Limit that prohibit the ownership of more than 8.5% of the number of outstanding common shares of beneficial ownership of the Company by any such Transferee and (z) the Company shall have received (i) a ruling from the Internal Revenue Service or an opinion of counsel in each case to the extent that the restrictions contained in Article VII, Sections 1(B)(3) and 1(B)(4) of the Declaration will not be violated and that the Company's REIT status will not otherwise be lost; (ii)such representations and undertakings from such Transferee as are reasonably necessary to ascertain that no person's Beneficial Ownership (as defined in the Declaration) or Constructive Ownership (as defined in the Declaration) of Equity Shares (as defined in the Declaration) will otherwise violate the Ownership Limit and (iii) such Person agrees that any violation or attempted violation of the Ownership Limit will result in a transfer to the Share Trust (as defined in the Declaration) of the Preferred Shares as provided in Article VII, Section 1(C) of the Declaration.
Waiver of Ownership Limitations. 54 11.6 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 55 EXHIBITS Exhibit A Form of Guaranty Exhibit B Form of Notes Exhibit C Form of Notice of Borrowing Exhibit D Form of Assignment and Acceptance SCHEDULES
Waiver of Ownership Limitations. So long as the sum of (i) the aggregate number of shares of Common Stock held by all Prudential Investors and (ii) the aggregate number of shares of Common Stock into which the Series B Preferred Shares held by all Prudential Investors are convertible (assuming that all such Series B Preferred Shares are immediately convertible) is greater than 9.8% of the outstanding Common Stock and (ii) the Prudential Investors have not breached the covenant set forth in Subsection 6.5(a)(iii) of this Agreement, the Company shall not reverse or rescind the waiver required to be granted pursuant to Section 4.9 of this Agreement. Thereafter, the Company may reverse or rescind such waiver or such waiver may terminate by its own terms.
Waiver of Ownership Limitations. The Board of Directors (or a duly authorized committee thereof) shall have duly adopted a resolution in the form of Exhibit C hereto, thereby waiving the application of the Ownership Limit (as used in Article VI of the Charter) to the Investor and its affiliates to the extent provided in such resolution.
Waiver of Ownership Limitations. The Board of Directors (or a duly authorized committee thereof) shall have duly adopted a resolution in the form of Exhibit D hereto, thereby waiving the application of the Common Stock Ownership Limit and the Aggregate Stock Ownership Limit (each as used in Article VII of the Charter) to the Investor and its affiliates to the extent provided in such resolution.
Waiver of Ownership Limitations. 55 11.6 Indemnification............................................... 55 EXHIBITS Exhibit A Form of Guaranty Exhibit B Form of Notes Exhibit C Form of Notice of Borrowing Exhibit D Form of Assignment and Acceptance SCHEDULES Schedule 1.1 List of Prior Debt Documents Schedule 2.1.1 Commitments; Lenders' Pro Rata Shares Schedule 5.1.4 Pending and Threatened Litigation Schedule 5.1.14 Annexes to Line of Credit Facility FIXED RATE LOAN AGREEMENT THIS FIXED RATE LOAN AGREEMENT, dated as of August 11, 1998 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "AGREEMENT"), by and among BLACKACRE BRIDGE CAPITAL, L.L.C., a New York limited liability company, having an address at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, GOTHAM PARTNERS, L.P., a New York limited partnership, having an address at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, GOTHAM PARTNERS III, L.P., a New York limited partnership, having an address at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and XXXXXXX ASSOCIATES, L.P., a Delaware limited partnership, having an address at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (together with their successors and assigns hereunder, each a "LENDER" and collectively, the "LENDERS"), BANKERS TRUST COMPANY, a New York banking corporation, as agent (in such capacity, together with its successors and assigns hereunder, "AGENT"), having an address at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Xxxxxxx Xxxxxxx, and FIRST UNION REAL ESTATE EQUITY AND MORTGAGE INVESTMENTS, an Ohio real estate investment trust ("BORROWER"), having an address at Xxxxx 0000, 00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000. All capitalized terms used herein shall have the respective meanings set forth in Section 1.1 hereof.
