Constructive Ownership. The term "Constructive Ownership" shall mean ownership of Equity Shares by a Person, whether the interest in Equity Shares is held directly or indirectly (including by a nominee), and shall include, but not be limited to, interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms "Constructive Owner", "Constructively Owns" and "Constructively Owned" shall have the correlative meanings.
Constructive Ownership. Stock actually owned by an individual’s spouse, children, grandchildren, and parents is treated as owned by the individual except when the rule would treat a U.S. citizen or resident alien individual as owning stock owned by a nonresident alien individual. The constructive ownership rules also attribute stock between domestic entities and their owners and treat options on stock of a corporation as having been exercised, but only to the extent that such treatment would result in a U.S. person being a U.S. Shareholder or the foreign corporation a CFC.
Constructive Ownership. In determining whether any of the three tests under Section 302 of the Internal Revenue Code is satisfied, shareholders must take into account not only the shares that are actually owned by the shareholder, but also shares that are constructively owned by the shareholder within the meaning of Section 318 of the Internal Revenue Code. Under Section 318 of the Code, a shareholder may constructively own shares actually owned, and in some cases constructively owned, by certain related individuals or entities and shares that the shareholder has the right to acquire by exercise of an option or by conversion. Effect of Proration. Contemporaneous dispositions or acquisitions of shares by a shareholder or related individuals or entities may be deemed to be part of a single integrated transaction and may be taken into account in determining whether any of the three tests under Section 302 of the Internal Revenue Code has been satisfied. Each shareholder should be aware that because proration may occur in the offer, even if all the shares actually and constructively owned by a shareholder are tendered pursuant to the offer, fewer than all of these shares may be purchased by the Company. Thus, proration may affect whether the surrender by a shareholder pursuant to the offer will meet any of the three tests under Section 302 of the Code.
Constructive Ownership. DEFINITION
