Constructively Owns definition

Constructively Owns means ownership determined through the application of the constructive ownership rules of Section 318 of the Code, as modified by Section 856(d)(5) of the Code. Generally, these rules provide the following:

Constructively Owns and "Constructively Owned" shall have the correlative meanings.

Constructively Owns and "Constructive Owner" shall have the correlative meanings.

Examples of Constructively Owns in a sentence

• Upon request of the General Partner, it will disclose to the General Partner the amount of shares of capital stock of AMB that it actually owns or Constructively Owns.

• Any Person who Beneficially Owns or Constructively Owns, or attempts to Beneficially Own or Constructively Own shares of Common Stock which causes or will cause a Person to Beneficially Own or Constructively Own shares of Common Stock in excess or in violation of the above limitations must immediately notify the Corporation.

• Any Person who Beneficially Owns or Constructively Owns or attempts or intends to Beneficially Own or Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially Own or Constructively Own shares of Capital Stock in excess or in violation of the above limitations must immediately notify the Corporation or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice.

• Any Person who Beneficially or Constructively Owns or attempts to Beneficially or Constructively Own Shares which cause or will cause a Person to Beneficially or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Corporation.

• Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own Shares which causes or will cause a Person to Beneficially Own or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Company and Transfer Agent (if any) or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice.

More Definitions of Constructively Owns

Constructively Owns. Constructively Own" and "Constructively Owned" shall have correlative meanings.

Constructively Owns refers to stock or Ownership Interests which the Investor (or another individual or entity) actually owns, as well as stock or Ownership Interests which the Investor (or another individual or entity) is considered to own through the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code.

Constructively Owns and "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 Owns and "Constructively Owned" shall have correlative meanings. Accordingly, for purposes hereof, Constructive Ownership expressed as a percentage shall be calculated for any Person by dividing two numbers, (a) the number that is the numerator being the sum of (i) the number of outstanding Shares beneficially owned by such Person plus (ii) the maximum number of Shares issuable upon the exercise or conversion of outstanding warrants, options or other securities exercisable for or convertible into Shares owned by such Person and (b) the number that is the denominator being the sum of (i) all outstanding Shares plus (ii) the maximum number of Shares issuable upon the exercise or conversion of outstanding warrants, options or other securities exercisable for or convertible into Shares owned by such Person; provided that the Trustees shall retain full authority to adopt such other formula for determining Constructive Ownership as it may deem appropriate.

Constructively Owns shall have the meanings set forth in Article Ninth of the REIT's Charter. The Issuer shall advise the Exchange Agent in writing promptly of any such determination by the Board of Directors with respect to any Security, identifying such Security by Holder and other appropriate method and shall instruct the Exchange Agent not to effect the exchange of such Security. The Exchange Agent shall not be liable to the Issuer, Holders of Securities or any other persons for transfers of Securities effected prior to its receipt of such instructions from the Issuer and the Issuer shall indemnify the Exchange Agent for all reasonable costs and expenses incurred by it, in connection with refusing to exchange Securities as instructed by the Issuer.

Constructively Owns shall have the meanings set forth in the REIT's Charter. Any attempted exchange of a Security or Securities by a Holder in violation of the limits set forth in this paragraph (1) above shall be null and void ab initio as to such Holder and such Holder shall not acquire any rights or economic interest in the Common Stock issuable upon such exchange. The REIT shall advise the Exchange Agent in writing promptly of any such determination by the Board of Directors with respect to any Security, identifying such Security by Holder and other appropriate method and shall instruct the Exchange Agent not to effect the exchange of such Security. The Exchange Agent shall not be liable to the REIT, Holders of Securities or any other persons for transfers of Securities effected prior to its receipt of such instructions from the REIT and the REIT shall indemnify the Exchange Agent (and its officers, directors, employees and agents) for all costs and expenses incurred by it, in connection with refusing to exchange Securities as instructed by the REIT.

Constructively Owns means direct, indirect or constructive ownership through the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code. It hereby expressly permits Stroock & Stroock & Xxxxx LLP, as counsel to Company and Operating Partnership, to rely upon the representations and warranties set forth above as if such representations and warranties were made by it directly to Stroock & Stroock & Xxxxx LLP.