Domestically Controlled Status Sample Clauses

Domestically Controlled Status. To the extent that the Company can do so without unreasonable effort or expense, upon the prior request of the Investor, the Company shall determine whether the Company is a “domestically controlled qualified investment entity” within the meaning of Section 897(h)(4) of the Code (a “DCR”); provided, however, that such examination shall be limited to information filed publicly with the SEC with respect to the ownership of stock of the Company (i.e., Schedules 13) and any information related to the ownership of the Company provided by the Investor, and that the Company shall not be required to take any action (or to not take any action) so as to be treated as a DCR at any given time.

Domestically Controlled Status. The taking of any action with the purpose of, or that would have the effect of, discontinuing the qualification of the Company as a Domestically Controlled Qualified Investment Entity during the period ending on the third anniversary of the Closing Date shall require the consent of each of Stonepeak, D1 Capital and BentallGreenOak; provided that the consent of Stonepeak, D1 Capital or BentallGreenOak, as applicable, shall only be required during such time that the Stonepeak Entities, the D1 Entities or the BentallGreenOak Entities, as applicable, are entitled to receive shares of Common Stock upon a distribution in kind to the owners of BGLH in redemption of the their BGLH equity.

Domestically Controlled Status. (a) For so long as both (A) the Stockholder continues to Own any substantial portion of its initial investment in the Class A Common Stock and the Stockholder Group is in Material Compliance and (B) the Stockholder’s ownership of Class A Common Stock purchased from the Company would not be excluded from the definition of a U.S. real property interest under Section 897(c)(3), as modified by Section 897(k), of the Code, the Company shall: (i) use its commercially reasonable efforts to comply with the Code, Treasury regulations, revenue procedures, notices or other guidance adopted after the date hereof by the Internal Revenue Service or United States Treasury so as to qualify as a “domestically controlled qualified investment entity” as defined in Section 897(h)(4)(B) of the Code and the Treasury regulations promulgated thereunder, including, without limitation: (A) not issuing or selling shares of common stock to a foreign Person in a private transaction (excluding, for the avoidance of doubt, a bona fide, underwritten public offering), and (B) not waiving the ownership limitation set forth in Section 7.2.1(a)(i)(1)-(2) of the Company’s Articles of Amendment and Restatement for any foreign Person, which would in either case result in the Company no longer qualifying as a “domestically controlled qualified investment entity,” applying the rules of Section 897(h)(4)(E) of the Code and any Treasury regulations, administrative guidance or court rulings thereunder, for purposes of making such determination, which the parties hereto agree, absent a change in law, rule or regulation pursuant to such Code Section, shall require the Company to investigate only persons holding 5% or more of the Class A shares during the relevant testing period.

Domestically Controlled Status. To the Company’s knowledge and belief, the Company is, and the Company expects that it will be immediately after the Closing, a “domestically controlled qualified investment entity” within the meaning of Section 897(h)(4) of the Code.