Common use of Ownership Limit Clause in Contracts

Ownership Limit. The Company has taken and will continue to take all action necessary to ensure that issuance of the Shares to DIHC, DIHC Market Square, Inc. and PGGM pursuant to the Purchase Agreement and the Loan Agreement shall not be deemed a violation of Article 8 of the Company's articles of incorporation. Whenever PGGM or DIHC (or DIHC Market Square, Inc.) proposes to transfer any Shares to any Person, in accordance with the provisions of Section 8.03 of the articles of incorporation of the Company, the Board shall determine whether the proposed transfer would jeopardize the Company's status as a real estate investment trust (a "REIT") under Section 856 of the Internal Revenue Code of 1986, as amended. If the Board determines that it would not so jeopardize the Company's REIT status, or if it receives an opinion of counsel, which counsel and opinion are reasonably satisfactory to the Board, to the effect that such proposed transfer will not jeopardize the Company's status as a REIT, the Board shall determine that such transferee will not be treated as a "Person" within the meaning of Section 8.03(b) of the Company's articles of incorporation and therefore the ownership of Shares by such transferee will be exempt from the restrictions imposed by Article 8 of the Company's articles of incorporation. If the Board determines that the proposed transfer would jeopardize the Company's REIT status, the Company shall provide a written explanation to DIHC and PGGM of the basis for its determination and shall provide reasonable access to information regarding the Company's shareholders to DIHC and PGGM.

Ownership Limit. The Company has taken and will continue to take all action necessary to ensure that issuance of the Shares to DIHC, DIHC Market Square, Inc. and PGGM pursuant to the Purchase Agreement and the Loan Agreement shall not be deemed a violation of Article 8 of the Company's articles of incorporation. Whenever PGGM or DIHC (or DIHC Market Square, Inc.) proposes to transfer any Shares to any Person, in accordance with the provisions of Section 8.03 of the articles of incorporation of the Company, the Board shall determine whether the proposed transfer would jeopardize the Company's status as a real estate investment trust (a "REIT") under Section 856 of the Internal Revenue Code of 1986, as amended. If the Board determines that it would not so jeopardize the Company's REIT status, or if it receives an opinion of counsel, which counsel and opinion are reasonably satisfactory to the Board, to the effect that such proposed transfer will not jeopardize the Company's status as a REIT, the Board shall determine that such transferee will not be treated as a "Person" within the meaning of Section 8.03(b) of the Company's articles of incorporation and therefore the ownership of Shares by such transferee will be exempt from the restrictions imposed by Article 8 of the Company's articles of incorporation. If the Board determines that the proposed transfer would jeopardize the Company's REIT status, the Company shall provide a written explanation to DIHC and PGGM of the basis for its determination and shall provide reasonable access to information regarding the Company's shareholders to DIHC and PGGM.