{"component": "definition", "props": {"groups": [{"snippet_links": [{"key": "constructively-owns", "type": "definition", "offset": [1, 20]}, {"key": "constructively-owned", "type": "definition", "offset": [27, 47]}], "samples": [{"hash": "cG1UlfvjsMe", "uri": "/contracts/cG1UlfvjsMe#constructive-owner", "label": "Limited Liability Company Agreement (PIMCO Asset-Based Lending Co LLC)", "score": 37.1724853516, "published": true}, {"hash": "aUEyXCK0mLW", "uri": "/contracts/aUEyXCK0mLW#constructive-owner", "label": "Operating Agreement (Fundrise eREIT, LLC)", "score": 37.0958251953, "published": true}, {"hash": "5OB5DVzylpY", "uri": "/contracts/5OB5DVzylpY#constructive-owner", "label": "Operating Agreement (Groundfloor Loans 3 LLC)", "score": 36.9753608704, "published": true}], "size": 304, "snippet": "\u201cConstructively Owns\u201d and \u201cConstructively Owned\u201d shall have the correlative meanings.", "hash": "24c5c0c07e6f5b44e9dc43ef94c4620d", "id": 1}, {"snippet_links": [], "samples": [{"hash": "1qroakjAxip", "uri": "/contracts/1qroakjAxip#constructive-owner", "label": "Limited Liability Company Agreement (Healthpeak Properties, Inc.)", "score": 30.8288841248, "published": true}, {"hash": "bG6csNvIJmo", "uri": "/contracts/bG6csNvIJmo#constructive-owner", "label": "Limited Liability Company Agreement (Hcp, Inc.)", "score": 30.5797405243, "published": true}, {"hash": "clNgX8UCrX2", "uri": "/contracts/clNgX8UCrX2#constructive-owner", "label": "Limited Liability Company Agreement (Hcp, Inc.)", "score": 23.2997951508, "published": true}], "size": 14, "snippet": "shall have the correlative meanings.", "hash": "642eecda6a8b3eeaaa9da5ca06c47ec4", "id": 2}, {"snippet_links": [{"key": "constructively-owns", "type": "definition", "offset": [1, 20]}, {"key": "constructively-owned", "type": "definition", "offset": [27, 47]}, {"key": "for-purposes-hereof", "type": "definition", "offset": [95, 114]}, {"key": "constructive-ownership", "type": "definition", "offset": [116, 138]}, {"key": "a-percentage", "type": "definition", "offset": [152, 164]}, {"key": "any-person", "type": "definition", "offset": [189, 199]}, {"key": "common-shares", "type": "definition", "offset": [253, 266]}, {"key": "class-or-series", "type": "clause", "offset": [280, 295]}, {"key": "preferred-shares", "type": "clause", "offset": [299, 315]}, {"key": "sum-of", "type": "clause", "offset": [365, 371]}, {"key": "number-of-outstanding-shares", "type": "definition", "offset": [380, 408]}, {"key": "owned-by", "type": "definition", "offset": [422, 430]}, {"key": "maximum-number-of-shares-issuable", "type": "clause", "offset": [457, 490]}, {"key": "conversion-of-outstanding-warrants", "type": "clause", "offset": [512, 546]}, {"key": "other-securities", "type": "definition", "offset": [559, 575]}, {"key": "shares-owned", "type": "clause", "offset": [612, 624]}, {"key": "provided-that", "type": "definition", "offset": [925, 938]}, {"key": "the-trustees", "type": "clause", "offset": [939, 951]}, {"key": "authority-to", "type": "definition", "offset": [970, 982]}], "samples": [{"hash": "dKkQSSYbi6h", "uri": "/contracts/dKkQSSYbi6h#constructive-owner", "label": "Trust Agreement", "score": 26.1211490631, "published": true}, {"hash": "WyTAOKgQOt", "uri": "/contracts/WyTAOKgQOt#constructive-owner", "label": "Trust Agreement", "score": 26.1211490631, "published": true}, {"hash": "cbR8YVJYXAy", "uri": "/contracts/cbR8YVJYXAy#constructive-owner", "label": "Trust Agreement (Pennsylvania Real Estate Investment Trust)", "score": 23.8172492981, "published": true}], "size": 10, "snippet": "\u201cConstructively Owns\u201d and \u201cConstructively Owned\u201d shall have correlative meanings. Accordingly, for purposes hereof, Constructive Ownership expressed as a percentage shall be calculated for any Person by dividing two numbers (determined, separately, for Common Shares and for each class or series of Preferred Shares), (a) the number that is the numerator being the sum of (i) the number of outstanding Shares beneficially owned by such Person plus (ii) the maximum number of Shares issuable upon the exercise or conversion of outstanding warrants, options or other securities exercisable for or convertible into Shares owned by such Person and (b) the number that is the denominator being the sum of (i) all outstanding Shares plus (ii) the maximum number of Shares issuable upon the exercise or conversion of outstanding warrants, options or other securities exercisable for or convertible into Shares owned by such Person; provided that the Trustees shall retain full authority to adopt such other formula for determining Constructive Ownership as it may deem appropriate.", "hash": "35155ea585be6ba222c3b6be93188f5a", "id": 3}, {"snippet_links": [{"key": "constructively-owns", "type": "definition", "offset": [1, 20]}, {"key": "constructively-owned", "type": "definition", "offset": [27, 47]}, {"key": "for-example", "type": "definition", "offset": [82, 93]}, {"key": "a-corporation", "type": "clause", "offset": [98, 111]}, {"key": "beneficial-owner", "type": "definition", "offset": [126, 142]}, {"key": "company-stock", "type": "definition", "offset": [146, 159]}, {"key": "owned-by", "type": "definition", "offset": [206, 214]}, {"key": "ownership-of-the-shares", "type": "clause", "offset": [251, 274]}, {"key": "proportionate-interests", "type": "clause", "offset": [371, 394]}, {"key": "deemed-ownership", "type": "clause", "offset": [425, 441]}, {"key": "code-section", "type": "definition", "offset": [448, 460]}, {"key": "to-the-stockholders", "type": "definition", "offset": [696, 715]}], "samples": [{"hash": "aDfBhIj7ezk", "uri": "/contracts/aDfBhIj7ezk#constructive-owner", "label": "Excepted Holder Agreement (City Office REIT, Inc.)", "score": 25.3887748718, "published": true}, {"hash": "377oZzHkDWb", "uri": "/contracts/377oZzHkDWb#constructive-owner", "label": "Excepted Holder Agreement (City Office REIT, Inc.)", "score": 25.3887748718, "published": true}, {"hash": "6QgGMQd0Sx7", "uri": "/contracts/6QgGMQd0Sx7#constructive-owner", "label": "Excepted Holder Agreement (City Office REIT, Inc.)", "score": 25.2080764771, "published": true}], "size": 9, "snippet": "\u201cConstructively Owns\u201d and \u201cConstructively Owned\u201d shall have correlative meanings. For example, if a corporation is the actual beneficial owner of Company stock, the shares will be treated as Constructively Owned by that corporation (due to its direct ownership of the shares), and the 10% or more stockholders of that corporation will Constructively Own their respective proportionate interests in those shares (due to their deemed ownership under Code Section 318(a)(2)(C) as modified by Code Section 856(d)(5)), and interests in the same shares may also be treated as Constructively Owned by others, depending upon the identity of, and relationships between, the stockholders and those related to the stockholders.", "hash": "e4f979a9867135747ef1c790ead276f1", "id": 4}, {"snippet_links": [{"key": "constructively-owns", "type": "definition", "offset": [1, 20]}, {"key": "constructively-owned", "type": "definition", "offset": [27, 47]}, {"key": "the-term", "type": "clause", "offset": [82, 90]}, {"key": "the-context", "type": "clause", "offset": [145, 156]}, {"key": "the-code", "type": "clause", "offset": [178, 186]}, {"key": "membership-interests", "type": "clause", "offset": [222, 242]}, {"key": "defined-in-section", "type": "clause", "offset": [290, 308]}, {"key": "for-purposes-of-section", "type": "clause", "offset": [376, 399]}, {"key": "the-entity", "type": "clause", "offset": [432, 442]}], "samples": [{"hash": "GjVtaCwhxm", "uri": "/contracts/GjVtaCwhxm#constructive-owner", "label": "Limited Liability Company Operating Agreement (Forte Investment Fund, LLC)", "score": 36.7453804016, "published": true}, {"hash": "dRD3OLHfNTt", "uri": "/contracts/dRD3OLHfNTt#constructive-owner", "label": "Limited Liability Company Operating Agreement (Forte Investment Fund, LLC)", "score": 36.4661178589, "published": true}, {"hash": "4wMwVRgMd5l", "uri": "/contracts/4wMwVRgMd5l#constructive-owner", "label": "Limited Liability Company Operating Agreement (Forte Investment Fund, LLC)", "score": 36.3237495422, "published": true}], "size": 8, "snippet": "\u201cConstructively Owns\u201d and \u201cConstructively Owned\u201d shall have correlative meanings. The term \u201cConstructive Owner\u201d is intended to be interpreted in the context of Section 856(h) of the Code so that the Constructive Owners of Membership Interests held by an entity shall be the Individuals (as defined in Section 544 of the Code) who are treated as owners of Membership Interests for purposes of Section 856(h) of the Code, rather than the Entity itself.", "hash": "be95fcb6b0e1f938dc9759065bd438ca", "id": 5}, {"snippet_links": [{"key": "the-context", "type": "clause", "offset": [33, 44]}, {"key": "the-code", "type": "clause", "offset": [66, 74]}, {"key": "membership-interests", "type": "clause", "offset": [110, 130]}, {"key": "defined-in-section", "type": "clause", "offset": [178, 196]}, {"key": "for-purposes-of-section", "type": "clause", "offset": [264, 287]}, {"key": "the-entity", "type": "clause", "offset": [320, 330]}], "samples": [{"hash": "GjVtaCwhxm", "uri": "/contracts/GjVtaCwhxm#constructive-owner", "label": "Limited Liability Company Operating Agreement (Forte Investment Fund, LLC)", "score": 36.7453804016, "published": true}, {"hash": "dRD3OLHfNTt", "uri": "/contracts/dRD3OLHfNTt#constructive-owner", "label": "Limited Liability Company Operating Agreement (Forte Investment Fund, LLC)", "score": 36.4661178589, "published": true}, {"hash": "4wMwVRgMd5l", "uri": "/contracts/4wMwVRgMd5l#constructive-owner", "label": "Limited Liability Company Operating Agreement (Forte Investment Fund, LLC)", "score": 36.3237495422, "published": true}], "size": 8, "snippet": "is intended to be interpreted in the context of Section 856(h) of the Code so that the Constructive Owners of Membership Interests held by an entity shall be the Individuals (as defined in Section 544 of the Code) who are treated as owners of Membership Interests for purposes of Section 856(h) of the Code, rather than the Entity itself.", "hash": "69a37262a394f2d384c2ca8c1cefae11", "id": 6}, {"snippet_links": [{"key": "any-person", "type": "definition", "offset": [40, 50]}, {"key": "total-number-of-shares", "type": "clause", "offset": [66, 88]}, {"key": "issued-and-outstanding", "type": "clause", "offset": [98, 120]}, {"key": "excess-share-provisions", "type": "clause", "offset": [127, 150]}, {"key": "all-shares", "type": "clause", "offset": [154, 164]}, {"key": "owned-by", "type": "definition", "offset": [180, 188]}, {"key": "excess-shares", "type": "definition", "offset": [322, 335]}], "samples": [{"hash": "k9T1rvjWQVo", "uri": "/contracts/k9T1rvjWQVo#constructive-owner", "label": "Standstill Agreement (Atlantic Realty Trust)", "score": 18.0, "published": true}, {"hash": "hpLRyXUFJka", "uri": "/contracts/hpLRyXUFJka#constructive-owner", "label": "Standstill Agreement (Kimco Realty Corp)", "score": 18.0, "published": true}, {"hash": "acI9ts415ox", "uri": "/contracts/acI9ts415ox#constructive-owner", "label": "Standstill Agreement (Atlantic Realty Trust)", "score": 18.0, "published": true}], "size": 6, "snippet": "shall have the correlative meanings) by any person to 9.8% of the total number of Shares that are issued and outstanding (the \"Excess Share Provisions\"). All Shares Constructively Owned by any of KRC, KRS or Cooper in excess of 9.8% of \u2587\u2587\u2587 \u2587otal number of Shares that are issued and outstanding are referred to herein as \"Excess Shares\";", "hash": "79dc35fbbc22bd1211e7e4acc1521a31", "id": 7}, {"snippet_links": [{"key": "a-person", "type": "clause", "offset": [6, 14]}, {"key": "depositary-shares", "type": "clause", "offset": [24, 41]}, {"key": "section-318a", "type": "clause", "offset": [103, 116]}, {"key": "the-code", "type": "clause", "offset": [121, 129]}], "samples": [{"hash": "iqjhj4nI7ZQ", "uri": "/contracts/iqjhj4nI7ZQ#constructive-owner", "label": "Deposit Agreement (Urban Edge Properties LP)", "score": 27.5927448273, "published": true}, {"hash": "bUTRywJ6We4", "uri": "/contracts/bUTRywJ6We4#constructive-owner", "label": "Deposit Agreement (Alexanders Inc)", "score": 18.0, "published": true}, {"hash": "4NYZZ5F498Z", "uri": "/contracts/4NYZZ5F498Z#constructive-owner", "label": "Deposit Agreement (Alexanders Inc)", "score": 18.0, "published": true}], "size": 4, "snippet": "means a person who owns Depositary Shares either directly or constructively through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code.", "hash": "f8f2d5b2929ff2a174e71fe9e209cfdf", "id": 8}, {"snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [0, 15]}, {"key": "shares-of-company-stock", "type": "clause", "offset": [16, 39]}, {"key": "each-person", "type": "clause", "offset": [50, 61]}, {"key": "rules-of", "type": "definition", "offset": [125, 133]}, {"key": "section-318", "type": "clause", "offset": [134, 145]}, {"key": "the-code", "type": "clause", "offset": [149, 157]}, {"key": "these-rules", "type": "definition", "offset": [216, 227]}, {"key": "provide-the", "type": "clause", "offset": [228, 239]}], "samples": [{"hash": "fMwWJShV53U", "uri": "/contracts/fMwWJShV53U#constructive-owner", "label": "Securities Purchase Agreement (Price Legacy Corp)", "score": 18.0, "published": true}], "size": 2, "snippet": "with respect to shares of Company stock refers to each person who is a constructive owner of such stock determined under the rules of section 318 of the Code, as modified by section 856(d)(5) of the Code. Generally, these rules provide the following:", "hash": "f8ef972c6c38ff3099cf33402eb6d5d8", "id": 9}, {"snippet_links": [{"key": "constructively-owns", "type": "definition", "offset": [0, 19]}, {"key": "constructively-owned", "type": "definition", "offset": [26, 46]}, {"key": "delaware-act", "type": "definition", "offset": [85, 97]}, {"key": "delaware-limited-liability-company-act", "type": "definition", "offset": [108, 146]}, {"key": "section-18", "type": "definition", "offset": [158, 168]}], "samples": [{"hash": "jx4XhKfD927", "uri": "/contracts/jx4XhKfD927#constructive-owner", "label": "Limited Liability Company Agreement (Getaway Collection LLC)", "score": 33.9336090088, "published": true}], "size": 2, "snippet": "Constructively Owns\" and \"Constructively Owned\" shall have the correlative meanings. Delaware Act means the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101, et seq.", "hash": "127c6c1b443192cff90279d38a421249", "id": 10}], "next_curs": "Cl8SWWoVc35sYXdpbnNpZGVyY29udHJhY3RzcjsLEhpEZWZpbml0aW9uU25pcHBldEdyb3VwX3Y1NiIbY29uc3RydWN0aXZlLW93bmVyIzAwMDAwMDBhDKIBAmVuGAAgAA==", "definition": {"title": "Constructive Owner,", "size": 365, "snippet": "\u201cConstructively Owns\u201d and \u201cConstructively Owned\u201d shall have the correlative meanings.", "id": "constructive-owner", "examples": ["The terms &quot;Constructive Owner&quot;, &quot;Constructively Owns&quot; and &quot;Constructively Owned&quot; shall have the correlative meanings.", "The terms &quot;<strong>Constructive Owner,</strong>&quot; &quot;Constructively Owns&quot; and &quot;Constructively Owned&quot; shall have the correlative meanings.", "Prior to the Restriction Termination Date each Person who is a beneficial owner or Constructive Owner of Partnership Units and each Person who is holding Partnership Units for a beneficial owner or Constructive Owner shall provide to the Partnership such information that the Partnership may request, in good faith, in order to determine the Partnership&#x27;s status as a partnership (as opposed to a corporation) or the General Partner&#x27;s status as a REIT for federal income tax purposes.", "Prior to the Restriction Termination Date each Person who is a beneficial owner or Constructive Owner of Partnership Units and each Person who is holding Partnership Units for a beneficial owner or Constructive Owner shall provide to the Partnership such information that the Partnership may request, in good faith, in order to determine the Partnership\u2019s status as a partnership (as opposed to a corporation) or the General Partner\u2019s status as a REIT for federal income tax purposes.", "If a member of the Board of Directors requests that the Board of Directors grant an exception pursuant to this subsection (f) with respect to such member, or with respect to any other Person if such member of the Board of Directors would be considered to be the Constructive Owner of Shares owned by such other Person, such member of the Board of Directors shall not participate in the decision of the Board of Directors as to whether to grant any such exception.", "Prior to the Restriction Termination Date each Person who is a beneficial owner or Constructive Owner of Partnership Units and each Person who is holding Partnership Units for a beneficial owner or Constructive Owner shall provide to the Partnership such information that the Partnership may request, in good faith, in order to determine the Partnership&#x27;s status as a partnership (as opposed to a corporation) or AMB&#x27;s status as a REIT for federal income tax purposes.", "Each such Beneficial Owner or Constructive Owner shall provide to PREIT such additional information as PREIT may request in order to determine the effect, if any, of such Beneficial Ownership or Constructive Ownership on PREIT\u2019s status as a REIT.", "Each such Beneficial Owner or Constructive Owner shall provide to the Corporation such information as the Corporation may reasonably request in order to determine the effect, if any, of such Beneficial Ownership or Constructive Ownership on the Corporation\u2019s status as a REIT and to ensure compliance with the Stock Ownership Limit and the Constructive Ownership Limit.", "Each Person who is a Beneficial Owner or Constructive Owner of Equity Shares and each Person (including the Shareholder of record) who is holding Equity Shares for a Beneficial Owner or Constructive Owner shall provide to the Trust such information as the Trust may request, in good faith, in order to comply with requirements of any taxing authority or other governmental authority or to determine such compliance.", "Each such Beneficial Owner or Constructive Owner shall provide to the Trust such additional information as the Trust may request in order to determine the effect, if any, of such Beneficial Ownership on the Trust\u2019s status as a REIT and to ensure compliance with the Ownership Limit."], "related": [["constructive-ownership", "Constructive Ownership", "Constructive Ownership"], ["prospective-owner", "Prospective Owner", "Prospective Owner"], ["constructively-owned", "Constructively Owned", "Constructively Owned"], ["constructive-sale", "Constructive Sale", "Constructive Sale"], ["constructively-owns", "Constructively Owns", "Constructively Owns"]], "related_snippets": [], "updated": "2026-03-22T04:42:52+00:00"}, "json": true, "cursor": ""}}