REIT Conversion definition

REIT Conversion means a plan to restructure any Restricted Subsidiary’s assets, liabilities or business operations, including transfers of assets among the Borrower and the Restricted Subsidiaries, a merger of any Restricted Subsidiary with and into an Affiliate thereof and a distribution by any Restricted Subsidiary of its earnings and profits for Federal income tax purposes, in each case in connection with making a REIT Election; provided that no REIT Conversion shall result in any restrictions or prohibitions on the ability of any Restricted Subsidiary to make any Restricted Payments to the Borrower.

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REIT Conversion means the proposed plan to convert Equinix into a REIT as described in its Current Report on Form 8-K filed with the SEC on September 13, 2012, and the activities undertaken in good faith in connection therewith for the purpose of permitting Equinix to convert to, qualify and elect to be treated as, a REIT.

REIT Conversion means the reorganization of Host's business --------------- operations to permit Host REIT to qualify as a REIT, including the Merger and the other transactions described in the Prospectus/Consent Solicitation that is part of the Registration Statement filed with the Securities and Exchange Commission by Host REIT and the Operating Partnership on Form S-4 (File No. 333- 55807).

Examples of REIT Conversion in a sentence

Any Total Incentive Fee due on Public NAV REIT Conversion will be payable to the Advisor in Common Shares and such shares will be subordinate to repurchase requests from other Stockholders under the Company’s share repurchase plan (although no deduction for early repurchase will apply to the Advisor’s Common Shares).
On or prior to the Distribution Date, each of Sun, Sabra and New Sun shall enter into, and/or where applicable shall cause such other members of their respective Groups to enter into (a) the Ancillary Agreements and (b) any other agreements in respect of the Corporate Restructuring Transactions, the Distribution and the REIT Conversion Merger as are reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.
The parties hereto shall use their commercially reasonable efforts to obtain any material third-party consents or approvals (the “Consents”) prior to the Corporate Restructuring Transactions or the Distribution Date, as applicable, that are required to consummate the Corporate Restructuring Transactions, the Distribution, the REIT Conversion Merger and the other transactions contemplated hereby.
Prior to the Distribution Date, Sun, Sabra and New Sun shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in order to effect the Distribution and the REIT Conversion Merger in accordance with Applicable Law.
New Sun and Sabra shall take all such actions as may be reasonably necessary or appropriate in order to maintain the effectiveness of the Registration Statements by order of the SEC through the effective time of the REIT Conversion Merger.

More Definitions of REIT Conversion

REIT Conversion has the meaning assigned to it in the Registration Statement.

REIT Conversion means the conversion of the predecessor of the Parent into a REIT (the Parent) as described in the predecessor’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2012 and matters related thereto.

REIT Conversion means the occurrence of any one of the following events: (a) the election by the Parent to no longer maintain its REIT Status, (b) the election by the Borrower or any Subsidiary of the Borrower to no longer maintain its Qualified REIT Subsidiary status, (c) the occurrence of any event which results in the Parent no longer having REIT Status, or (d) the occurrence of any event which results in the Borrower or any Subsidiary of the Borrower no longer qualifying as a Qualified REIT Subsidiary.

REIT Conversion means the reorganization of Host's business --------------- operations to permit Host to qualify as a "real estate investment trust" under Sections 856 through 859 of the Internal Revenue Code of 1986, as amended, including the Merger and the other transactions described in the Prospectus/Consent Solicitation that is part of the Registration Statement filed with the Securities and Exchange Commission by Host REIT and the Operating Partnership on Form S-4 (File No. 333-55807).

REIT Conversion means (i) a plan to restructure Holdings’, the Borrowers’ or any Restricted Subsidiary’s assets, liabilities or business operations to facilitate the REIT Election including transfers of equity and/or assets among Holdings (or its successor), the Borrowers and the Restricted Subsidiaries by assignment, merger or transfer (by dividend, contribution or other means), (ii) a merger of Holdings with and into a newly formed, wholly owned subsidiary of Holdings and (iii) one or more distributions by Holdings (or its successor) or the Borrowers of its earnings and profits, if any, accumulated prior to the first taxable year for which it elects REIT status for Federal income tax purposes and (iv) the payment of distributions to holders of Holdings (or its successor’s) stock, in each case in connection with Holdings’ intent to qualify as a REIT.

REIT Conversion means the proposed plan to convert the Parent into a real estate investment trust as described in the Parent’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2012 (involving, without limitation, the restructuring of the Parent’s and its Subsidiaries’ assets, liabilities and business operations, changes in the methods of depreciating or amortizing certain of their assets, and the modification of internal accounting, information technology, real estate and other systems), and matters related thereto.

REIT Conversion means a plan to restructure Holdings’s, the Borrower’s or any Restricted Subsidiary’s assets, liabilities or business operations, including transfers of assets among Holdings, the Borrower and the Restricted Subsidiaries, a merger of Holdings, the Borrower or any Restricted Subsidiary with and into an Affiliate thereof and a distribution by Holdings or the Borrower of its earnings and profits for Federal income tax purposes, in each case in connection with making a REIT Election.