Constructively Owned definition
Constructively Owned shall have the correlative meanings.
Constructively Owned. Constructively Owns" and "Constructive Owner" shall have the correlative meanings.
Constructively Owned shall have correlative meanings. For example, if a corporation is the actual beneficial owner of Company stock, the shares will be treated as Constructively Owned by that corporation (due to its direct ownership of the shares), and the 10% or more stockholders of that corporation will Constructively Own their respective proportionate interests in those shares (due to their deemed ownership under Code Section 318(a)(2)(C) as modified by Code Section 856(d)(5)), and interests in the same shares may also be treated as Constructively Owned by others, depending upon the identity of, and relationships between, the stockholders and those related to the stockholders.
Examples of Constructively Owned in a sentence
The terms "Constructive Owner", "Constructively Owns" and "Constructively Owned" shall have the correlative meanings.
The terms "Constructive Owner," "Constructively Owns" and "Constructively Owned" shall have the correlative meanings.
Where several such Persons exist, the exchange shall be pro rata based upon the number of Shares Beneficially Owned and Constructively Owned by such Persons.
The term “Aggregate Stock Ownership Limit” shall mean 9.8% in value of the aggregate of the outstanding shares of Capital Stock, subject to adjustment from time to time by the Board of Directors in accordance with Section 7.2.8. Notwithstanding the foregoing, for purposes of determining the percentage ownership of Capital Stock by any Person, shares of Capital Stock that are treated as Beneficially Owned or Constructively Owned by such Person shall be deemed outstanding.
This exemption shall not apply to any other shares of Equity Stock of the Company Beneficially Owned or Constructively Owned by Vornado.
More Definitions of Constructively Owned
Constructively Owned shall have correlative meanings. The term “Constructive Owner” is intended to be interpreted in the context of Section 856(h) of the Code so that the Constructive Owners of Membership Interests held by an entity shall be the Individuals (as defined in Section 544 of the Code) who are treated as owners of Membership Interests for purposes of Section 856(h) of the Code, rather than the Entity itself.
Constructively Owned means the ownership of Voting Interests by a Member that is, or would be, treated as a direct, indirect or constructive owner of such Voting Interests through the application of Section 958(a) or Section 958(b) (whichever imputes to such Member the largest total number of outstanding Voting Interests) of the Internal Revenue Code of 1986, as amended, and the U.S. Treasury regulations promulgated thereunder.
Constructively Owned means owned actually or constructively pursuant to Treasury Regulation § 1.355-7(h)(8), (iii) “Code” means the Internal Revenue Code of 1986, as amended, (iv) “Permitted Transfer” means any Transfer of Subject Shares to the extent that such Transfer (A) results from the death of any individual or (B) is not treated as an acquisition for purposes of Code Section 355(e) (i.e., that there will be no decrease in percentage ownership of any “controlling shareholder” or “ten-percent shareholder” within the meaning of Treasury Regulation §1.355-7(h)(3) and -7(h)(14), respectively), (v) “Foundations” means the ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ Family Foundation and the ▇▇▇▇▇ Family Foundation, and (vi) “Uncovered Shares” means the aggregate number of shares of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Common Stock Constructively Owned, as of the date hereof, by the Foundations and any Person whose ownership of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Common Stock is attributable to any Stockholder pursuant to Treasury Regulation §§ 1.355-7(h)(8) or -7(h)(14) ; provided, however, that (A) Uncovered Shares shall not include the Subject Shares as of the date hereof, (B) Uncovered Shares shall not include shares of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Common Stock actually owned by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to the extent that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ does not actually own more than 600,000 shares of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Common Stock, and (C) with respect to any Person who agrees to become bound by the provisions (including, without limitation, all Transfer restrictions) of this Section 1.02(b) following the date hereof, Uncovered Shares shall be reduced by (1) the number of Uncovered Shares that were owned beneficially or of record by such Person on the date hereof and that are owned beneficially or of record on the date such Person agrees to become so bound (which Person shall thereupon be considered a Stockholder for purposes of this Section 1.02(b) only and which shares shall thereupon be considered Subject Shares for purposes of this Section 1.02(b) only) and (2) the number of Uncovered Shares Transferred by such Person to a Stockholder on or after the date hereof and prior to the date such Person agrees to become so bound if the Transfer of such shares would have been a Permitted Transfer had such shares been Subject Shares. Upon entering into any Transfer of its Subject Shares, the applicable Stockholder shall give Regis substantially concurrent written notice of such Transfer (and all reasonably relevant details, including the identity of the transferee, if known...
Constructively Owned shall have the correlative meanings. "Current Market Price" of publicly traded Common Stock or any other equity security of the Corporation or any other issuer for any day shall mean the last reported sales price, regular way, on such day, or, if no sale takes place on such day, the average of the reported closing bid and asked prices on such day, regular way, in either case as reported on the NYSE or, if such security is not listed or admitted for trading on the NYSE, on the principal national securities exchange on which such security is listed or admitted for trading or, if not listed or admitted for trading on any national securities exchange, on the Nasdaq National Market or, if such security is not quoted on the Nasdaq National Market, the average of the closing bid and asked prices on such day in the over-the-counter market as reported by Nasdaq or, if bid and asked prices for such security on such day shall not have been reported through Nasdaq the average of the bid and asked prices on such day as furnished by any NYSE member firm regularly making a market in such security selected for such purpose by the Corporation's Chief Executive Officer or the Board of Directors of the Corporation.
Constructively Owned is the notional or other number of shares of Common Stock in respect of such Synthetic Long Position that is specified in a filing by such Person or any of such Person’s Affiliates or Associates with the Securities and Exchange Commission or in the documentation evidencing such Synthetic Long Position as the basis upon which the value or settlement amount of such right or derivative, or the opportunity of the holder of such right or derivative to profit or share in any profit, is to be calculated in whole or in part and, in any case, including if no such number of shares of Common Stock is specified in any filing or documentation, as determined by the Board of Directors to be the number of shares of Common Stock to which such Synthetic Long Position relates.
Constructively Owned and “Constructively” in reference to ownership, shall have correlative meanings.
Constructively Owned shall have the correlative meanings. “Excepted Holder” shall mean a Person for whom an Excepted Holder Limit is created by this Agreement or by the Board pursuant to Section 14.8.