Excess Ownership. KRC and KRS are corporations and, to the best of Kimco's knowledge (after due investigation), no person or entity which would be treated as an individual for purposes of Section 542(a)(2) of the Code, as modified by Section 856(h) of the Code, Constructively Owns in excess of 9.8% of the value of the outstanding equity interest in KRC or KRS.
Excess Ownership. In the event that, by reason of any repurchase of shares of Company Stock by the Company or otherwise, the Investors and their respective Related Persons hold or share among them the right to exercise, or otherwise cause to be voted, directly or indirectly, more than forty percent (40%) of the ordinary voting power of all shares of Company Stock, the amount of shares of Company Stock representing more than forty percent (40%) of such ordinary voting power (the “Excess Shares”) shall be converted into Company Non-Voting Stock, and the Company and the Investors shall take all necessary action to cause such conversion to occur as promptly as practicable. If such conversion does not occur prior to any record date applicable to any vote of the shareholders of the Company, the Investors shall, and shall as necessary cause their respective Related Persons to, take all necessary action to cause the Excess Shares to be voted in proportion to the votes of the other shareholders of the Company. The foregoing shall not be construed as limiting the remedies available to the Company in the event of a breach of Section 3.1 by any of the Investors.
