Ownership of Company Capital Stock Clause Samples

Ownership of Company Capital Stock. Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

Ownership of Company Capital Stock. None of Parent, Merger Sub or any of their respective directors, officers, general partners or Affiliates or, to the knowledge of Parent or any of its Affiliates, any employees of Parent, Merger Sub or any of their Affiliates (a) has owned any shares of Company Capital Stock; or (b) has been an “interested stockholder” (as defined in Section 203 of the DGCL) of the Company, in each case during the two years prior to the date of this Agreement.

Ownership of Company Capital Stock. None of Parent, Merger Sub or any of their respective “affiliates” or “associates” is, or has been, an “interested stockholder” (in each case, as such quoted terms are defined in Section 203 of the DGCL) of the Company, in each case during the three (3) years prior to the date of this Agreement.

Ownership of Company Capital Stock. Prior to the date hereof, neither Parent nor Purchaser, alone or together with any other Person, was at any time during the last three (3) years an “interested shareholder” within the meaning of Section 203 of the DGCL.

Ownership of Company Capital Stock. Neither Parent nor Merger Sub “own” (within the meaning of Section 203) or have, within the last three years, “owned” any shares of Company Capital Stock.

Ownership of Company Capital Stock. None of Parent, Purchaser or any of their “affiliates” or “associates” “owns,” or has “owned” in the past three years, any shares of Company Common Stock, as those terms are defined in Section 203 of the DGCL. Terms used in this Section 3.3 will be given the meaning set forth in Section 13 of the Exchange Act and the rules and regulations promulgated thereunder or Section 203 of the DGCL, as the case may be.

Ownership of Company Capital Stock. As of the date of this Agreement, neither Parent nor any Parent Subsidiary is the beneficial owner of any shares of capital stock of the Company.

Ownership of Company Capital Stock. Neither Parent nor any Subsidiary of Parent nor any of their respective affiliates or associates (as defined in Rule 12b-2 of the Exchange Act) beneficially owns or in the past three years has owned, directly or indirectly, or has the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or the right to vote pursuant to any agreement, arrangement or understanding, any shares of Company Common Stock, Company Preferred Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock, Company Preferred Stock or any securities of any Subsidiary of the Company and neither Parent nor any of its Subsidiaries has any rights to acquire any shares of Company Common Stock or Company Preferred Stock except pursuant to this Agreement. Neither Parent nor any its Subsidiaries is an affiliate or associate (as defined in Rule 12b-2 of the Exchange Act) of the Company. Neither Parent nor any of the Subsidiaries of Parent has at any time been an assignee or has otherwise succeeded to the beneficial ownership of any shares of Company Common Stock or Company Preferred Stock during the last two years.

Ownership of Company Capital Stock. (a) Pursuant to the Certificate of Incorporation, based on information provided by the Company to Purchaser and publicly available information, each of Purchaser and Exeter represent and warrant to the Company that Purchaser's Beneficial Ownership or Constructive Ownership (in each case, for the purposes of this Section 5.06, as defined in the Company's Certificate of Incorporation) of shares of Common Stock of the Company, including any Shares acquired pursuant to the Offer, will not now, and Purchaser will not take any affirmative action in the future that will: (i) result in the Company being "closely held" within the meaning of Section 856(h) of the Code; (ii) cause the Company to (A) Constructively Own 10% or more of the ownership interests of a tenant of the Company or any of its subsidiaries (other than a Taxable REIT Subsidiary, if the requirements of Section 856(d)(8) are satisfied) within the meaning of Section 856(d)(2)(B) of the Code or (B) violate the 95% gross income test of Section 856(c)(2) of the Code; (iii) result in the shares of Common Stock being Beneficially Owned by fewer than 100 persons within the meaning Section 856(a)(5) of the Code; (iv) result in the Company being a "pension held REIT" within the meaning of Section 856(h)(3)(D) of the Code; (v) cause the Company to fail to be a "domestically controlled REIT" within the meaning of Section 856(h)(4)(B) of the Code; and (vi) cause the Company to fail to qualify as a REIT. (b) Each of Exeter and Purchaser further represent and warrant to the Company that: (i) as of the date of this Agreement, Purchaser and its affiliates are the Beneficial Owners of, in the aggregate, 100,700 shares of Common Stock; and (ii) no individual (as such term is defined under Section 542(a)(2) of the Code) who Beneficially Owns or will Beneficially Own any of the shares of Common Stock Beneficially Owned by Purchaser (including, without limitation, the Shares acquired pursuant to the Offer) shall Beneficially Own shares of Common Stock in an amount equal to or greater than 18% of the total number of shares of Common Stock.