Excepted Holder Limit Clause Samples

Excepted Holder Limit. In accordance with the amended and restated certificate of incorporation of Parent (the “Parent Charter”), the board of directors of Parent has (i) exempted the Company from the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit, (ii) deemed the Company an Excepted Holder, and (iii) established an Excepted Holder Limit (as defined in the Parent Charter) for the Company of 18% in each case in accordance with and subject to the terms and conditions of, the resolutions adopted by the Board of Directors of Parent, the relevant excerpt of which has been previously provided to the Company by Parent. Capitalized terms used but not defined in this Section 5.15 shall have the meaning ascribed to such terms in the Parent Charter.

Excepted Holder Limit. The term “Excepted Holder Limit” shall mean for each Excepted Holder, the percentage limit established by the Board of Directors for such Excepted Holder pursuant to Section 6.2.7, which limit may be expressed, in the discretion of the Board of Directors, as one or more percentages and/or numbers of shares of Capital Stock, and may apply with respect to one or more classes of Capital Stock or to all classes of Capital Stock in the aggregate, provided that the affected Excepted Holder agrees to comply with the requirements

Excepted Holder Limit. The Warburg Entities own 40,941,117 shares of the Company’s Class A common stock, and hold currently exerciseable warrants to acquire an additional 6,361,383 shares of the Company’s Class A common stock. The Company hereby establishes 47,302,501 shares of Class A common stock as the “Excepted Holder Limit” for the Warburg Entities (as that term is defined in the Company’s Charter), and the Warburg Entities agree (on behalf of themselves and their Affiliates) not to acquire any additional securities of the Company (whether directly or indirectly) unless such acquisition (or the ownership of Capital Stock resulting from such acquisition) is in compliance with the FCC neutrality requirements applicable to the Company. The Company agrees that, except to the extent that it would be consistent with the FCC neutrality requirements applicable to the Company or otherwise approved by the FCC, it will not enter into any transaction that would have the effect of increasing the Warburg Entities’ collective percentage equity interest in the Company. The Company agrees that it will not change the Excepted Holder Limit for the Warburg Entities, as set forth in this Section 2, without the prior written consent of the Warburg Entities, except to the extent that an upward adjustment is necessary to effect a stock split or stock dividend in respect of the Company’s outstanding shares of Class A common stock.

Excepted Holder Limit. The Company shall have created an Excepted Holder Limit (as defined in the Charter) of 9.8% for the undersigned.

Excepted Holder Limit. The aggregate Excepted Holder Limit for the McCarthys, in combination with all persons who may be deemed to have Constructive Ownership of their shares of Capital Stock and all persons whose shares of Capital Stock may be deemed Constructively Owned by either ▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇, shall be eighteen and one-half percent (18.50%), such that the Capital Stock Constructively Owned by both of them and all such persons at one time may not exceed eighteen and one-half percent (18.50%).

Excepted Holder Limit. If at the time any OP Unit Recipient exercises its Conversion Right the REIT elects to deliver Conversion Shares, and the delivery of such Conversion Shares would violate the Ownership Limit (as defined in the REIT's charter), then the REIT hereby covenants and agrees that it will (i) create an Excepted Holder Limit (as defined in the REIT's charter) for such OP Unit Recipient; or (ii) pay cash in lieu of Conversion Shares for such OP Units (the cash amount to be determined as provided in the Partnership Agreement).

Excepted Holder Limit. The term “Excepted Holder Limit” shall mean (i) for any Excepted Holder other than the Capital Z Holders (including any equityholder of a Capital Z Holder, but solely with respect to Shares owned directly by a Capital Z Holder), provided that the affected Excepted Holder agrees to comply with the requirements established by the Board of Directors pursuant to Section 7.2.7, and subject to adjustment pursuant to Sections 7.2.7 and 7.2.8, the percentage limit established by the Board of Directors pursuant to Section 7.2.7, and (ii) for the Capital Z Holders (including any equityholder of a Capital Z Holder, but solely with respect to Shares owned directly by a Capital Z Holder) in the aggregate, 21 percent (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock of the Corporation and 21 percent in value of the aggregate of the outstanding shares of Capital Stock of the Corporation, subject to adjustment pursuant to Sections 7.2.7 and 7.2.8.

Excepted Holder Limit. (i) The undersigned is not an individual for purposes of Section 542(a)(2) of the Internal Revenue Code of 1986, as amended (the "Code") (determined taking into account Section 856(h)(3)(A) of the Code); (ii) no Person (as defined in the Charter) who is an individual for purposes of Section 542(a)(2) of the Code (determined taking into account Section 856(h)(3)(A) of the Code) would be considered to Beneficially Own (as defined in the Charter) shares of Common Stock in excess of the Ownership Limit (as defined in the Charter) by reason of the undersigned's ownership of the Shares; and

Excepted Holder Limit. Each Investor on its own behalf and on behalf of its successors and assigns represents that it neither Beneficially Owns (as such term is defined in the Charter) nor Constructively Owns (as such term is defined in the Charter) shares of capital stock of NFI that would result in NFI (i) being "closely held" within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or (ii) otherwise failing to qualify as a Section 856 Trust (including, but not limited to, Beneficial Ownership or Constructive Ownership that would result in NFI owning (actually or Constructively (as such term is defined in the Charter)) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by NFI from such tenant would cause NFI to fail to satisfy any of the gross income requirements of Section 856(c) of the Code). Each Investor does not own, actually or Constructively, an interest in a tenant of NFI (or a tenant in any entity owned or controlled by NFI) that would cause NFI, actually or Constructively, to own actually or Constructively more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant. Each Investor hereby agrees that any violation or attempted violation of such representation or the covenants in Section 6.12(c) will result in such shares being automatically transferred to a trust in accordance with Sections 11.2.1(b) and 11.3 of the Charter. NFI acknowledges that in making the representations set forth in this Section 4.11 each Investor has acted in reliance upon the representation of NFI set forth in Section 3.10(i) and the undertaking of NFI set forth in Section 6.12(c)(ii).