Constructively Owned shall have the correlative meanings.
Constructively Owned. Constructively Owns" and "Constructive Owner" shall have the correlative meanings.
Constructively Owned 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.
Examples of Constructively Owned in a sentence
The terms "Constructive Owner," "Constructively Owns" and "Constructively Owned" shall have the correlative meanings.
Notwithstanding the foregoing, for purposes of determining the percentage ownership of Common Stock by any Person, shares of Common Stock that are treated as Beneficially Owned or Constructively Owned by such Person shall be deemed to be outstanding.
Notwithstanding the foregoing, for purposes of determining the percentage ownership of Capital Stock by any Person, shares of Capital Stock that are treated as Beneficially Owned or Constructively Owned by such Person shall be deemed outstanding.
The terms "Constructive Owner", "Constructively Owns" and "Constructively Owned" shall have the correlative meanings.
Any Transfer that, if effective, would result in any Related Tenant Owner Constructively Owning Capital Stock in excess of the Related Tenant Limit shall be void ab initio as to the Transfer of such Capital Stock which would be otherwise Constructively Owned by such Related Tenant Owner in excess of the Related Tenant Limit, and the intended transferee shall Acquire no rights in such Capital Stock.
More Definitions of Constructively Owned
Constructively Owned means the ownership of Voting Interests by a Member that is, or would be, treated as a direct, indirect or constructive owner of such Voting Interests through the application of Section 958(a) or Section 958(b) (whichever imputes to such Member the largest total number of outstanding Voting Interests) of the Internal Revenue Code of 1986, as amended, and the U.S. Treasury regulations promulgated thereunder.
Constructively Owned shall have correlative meanings. The term “Constructive Owner” 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.
Constructively Owned means owned actually or constructively pursuant to Treasury Regulation § 1.355-7(h)(8), (iii) “Code” means the Internal Revenue Code of 1986, as amended, (iv) “Permitted Transfer” means any Transfer of Subject Shares to the extent that such Transfer (A) results from the death of any individual or (B) is not treated as an acquisition for purposes of Code Section 355(e) (i.e., that there will be no decrease in percentage ownership of any “controlling shareholder” or “ten-percent shareholder” within the meaning of Treasury Regulation §1.355-7(h)(3) and -7(h)(14), respectively), (v) “Foundations” means the Xxxxxx and Xxxxx Xxxxxxx Family Foundation and the Xxxxx Family Foundation, and (vi) “Uncovered Shares” means the aggregate number of shares of Xxxxxxx-Xxxxxx Common Stock Constructively Owned, as of the date hereof, by the Foundations and any Person whose ownership of Xxxxxxx-Xxxxxx Common Stock is attributable to any Stockholder pursuant to Treasury Regulation §§ 1.355-7(h)(8) or -7(h)(14) ; provided, however, that (A) Uncovered Shares shall not include the Subject Shares as of the date hereof, (B) Uncovered Shares shall not include shares of Xxxxxxx-Xxxxxx Common Stock actually owned by Xxxxxx X. Xxxxxxx, to the extent that Xxxxxx X. Xxxxxxx does not actually own more than 600,000 shares of Xxxxxxx-Xxxxxx Common Stock, and (C) with respect to any Person who agrees to become bound by the provisions (including, without limitation, all Transfer restrictions) of this Section 1.02(b) following the date hereof, Uncovered Shares shall be reduced by (1) the number of Uncovered Shares that were owned beneficially or of record by such Person on the date hereof and that are owned beneficially or of record on the date such Person agrees to become so bound (which Person shall thereupon be considered a Stockholder for purposes of this Section 1.02(b) only and which shares shall thereupon be considered Subject Shares for purposes of this Section 1.02(b) only) and (2) the number of Uncovered Shares Transferred by such Person to a Stockholder on or after the date hereof and prior to the date such Person agrees to become so bound if the Transfer of such shares would have been a Permitted Transfer had such shares been Subject Shares. Upon entering into any Transfer of its Subject Shares, the applicable Stockholder shall give Regis substantially concurrent written notice of such Transfer (and all reasonably relevant details, including the identity of the transferee, if known...
Constructively Owned shall have the correlative meanings. "Current Market Price" of publicly traded Common Stock or any other equity security of the Corporation or any other issuer for any day shall mean the last reported sales price, regular way, on such day, or, if no sale takes place on such day, the average of the reported closing bid and asked prices on such day, regular way, in either case as reported on the NYSE or, if such security is not listed or admitted for trading on the NYSE, on the principal national securities exchange on which such security is listed or admitted for trading or, if not listed or admitted for trading on any national securities exchange, on the Nasdaq National Market or, if such security is not quoted on the Nasdaq National Market, the average of the closing bid and asked prices on such day in the over-the-counter market as reported by Nasdaq or, if bid and asked prices for such security on such day shall not have been reported through Nasdaq the average of the bid and asked prices on such day as furnished by any NYSE member firm regularly making a market in such security selected for such purpose by the Corporation's Chief Executive Officer or the Board of Directors of the Corporation.
Constructively Owned in excess of the applicable "Ownership Limit" or "Existing Holder Limit " (as such terms are defined in the Certificate of Incorporation) or (ii) would cause the Company to become "closely held" within the meaning of Section 856(h) of the Internal Revenue Code of 1986, as amended.
Constructively Owned shall have correlative meanings. Accordingly, for purposes hereof, Constructive Ownership expressed as a percentage shall be calculated for any Person by dividing two numbers, (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.
Constructively Owned shall have the correlative meanings. "Initial Date" means the date upon which the Certificate is filed for record with the Secretary of State of the State of Delaware. A-41