Malkin Family definition

Malkin Family means Executive, Xxxxx X. Xxxxxx, each of their lineal descendants (including spouses of any of the foregoing), any estates of any of the foregoing, any trusts now or hereafter established for the benefit of any of the foregoing, or any corporation, partnership, limited liability company or other legal entity controlled by Executive or any permitted successor in such entity for the benefit of any of the foregoing.

Malkin Family means Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and each of their respective parents, brothers, sisters, spouses, children and any lineal descendants of any of the foregoing, any estates of any of the foregoing and any trusts now or hereafter established for the benefit of the foregoing, and any beneficial or constructive owner of shares of any classes or series of stock of the REIT as described in Section 8.3(a)(v), which shares are also deemed to be beneficially or constructively owned by any other member of the Malkin Family.

Examples of Malkin Family in a sentence

• Accordingly, each Malkin Family Contributor may have to bear indefinitely, the economic risks of an investment in such OP Units and a notation shall be made in the appropriate records of the Operating Partnership indicating that the OP Units (and any Class A Common Stock for which OP Units may, in certain circumstances, be exchanged or redeemed) and are subject to restrictions on transfer.

• Each Malkin Family Contributor previously has provided the Operating Partnership and the Company with an accredited investor questionnaire duly executed by such Malkin Family Contributor.

• No bankruptcy or similar insolvency proceeding has been filed or is currently contemplated with respect to any Malkin Family Contributor.

• Each Malkin Family Contributor that is an entity is duly organized and validly existing and in good standing under the Laws of its jurisdiction of organization and, in each case, has all requisite power and authority to enter into this Agreement and each agreement or other document contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby.

• Each Malkin Family Contributor that will receive OP Units shall be instructed to execute, in connection with its consent to the transactions contemplated by this Agreement, an agreement to become a party to and be bound by the OP Agreement.

• The term “Excepted Holder” shall mean the Malkin Family and any other Person for whom an Excepted Holder Limit is created by the Board of Directors pursuant to Section 7.2.7. Excepted Holder Limit.

• Each Malkin Family Contributor is an “accredited investor” under the Act.

• The portion of any transfer, assignment and exchange of Contributed Interests for OP Units by a Malkin Family Contributor effectuated pursuant to this Agreement shall constitute a “Capital Contribution” by the Public Contributing Entity to the Operating Partnership pursuant to Article IV of the OP Agreement and is intended to be treated, for U.S. federal income tax purposes, as a contribution to a partnership pursuant to Section 721 of the Code.

• The term Malkin Family also shall include any Person who Beneficially Owns or Constructively Owns shares of Capital Stock, which shares are also deemed to be Beneficially Owned or Constructively Owned by any other member of the Malkin Family.

• The Participation Interests set forth on Exhibit A constitute all of the Participation Interests owned directly or indirectly by any Malkin Family Contributor or their controlled Affiliates.