Restrictions on Transfer and Ownership of Shares Sample Clauses

The "Restrictions on Transfer and Ownership of Shares" clause defines the limitations and conditions under which shares in a company may be transferred or owned. Typically, this clause may require shareholders to obtain approval from the board or other shareholders before selling or transferring their shares, and may prohibit transfers to certain parties such as competitors or non-approved entities. Its core function is to maintain control over the company's ownership structure, prevent unwanted parties from acquiring shares, and protect the interests of existing shareholders.
Restrictions on Transfer and Ownership of Shares. The provisions of this Section 9.13 shall be applicable to any series or class of shares of the Trust that elects to be taxed as a REIT and shall remain in full force and effect until prior to the Restriction Termination Date (as defined in this Section).
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Restrictions on Transfer and Ownership of Shares. REIT Qualification. If the Trust elects to qualify for federal income tax treatment as a REIT (as defined below in Section 12.1), the Board of Trustees shall use its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Trust as a REIT; however, if the Board of Trustees determines that it is no longer in the best interests of the Trust to attempt to, or continue to, qualify as a REIT, the Board of Trustees may revoke or otherwise terminate the Trust’s REIT election pursuant to Section 856(g) of the Code. The Board of Trustees, in its sole and absolute discretion, also may (a) determine that compliance with any restriction or limitation on stock ownership and transfers set forth in this Article XII is no longer required for REIT qualification and (b) make any other determination or take any other action pursuant to this Declaration or the Bylaws.
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Restrictions on Transfer and Ownership of Shares. Section 5.1 Definitions 10 Section 5.2 Equity Shares 12 5.2.1 Ownership Limitations 12 5.2.2 Remedies for Breach 13 5.2.3 Notice of Restricted Transfer 14 5.2.4 Owners Required to Provide Information 14 5.2.5 Ambiguity 14 5.2.6 Exceptions 15 5.2.7 Increase or Decrease in Ownership Limit 16 Section 5.3 Transfer of Equity Shares. 16 5.3.1 Ownership in Charitable Trust 16 5.3.2 Status of Shares Held by a Charitable Trustee 17 5.3.3 Ordinary Dividend and Voting Rights 17
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Restrictions on Transfer and Ownership of Shares. The provisions of this Section 9.13 shall be applicable to any series or class of shares of the Trust that elects to be taxed as a REIT and shall remain in full force and effect until prior to the Restriction Termination Date (as defined in this Section). 25 THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Redwood Real Estate Income Fund, a Delaware statutory trust, made as of December 12, 2022, and as amended and restated on June 20, 2023, by the undersigned Trustees.
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Restrictions on Transfer and Ownership of Shares 
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Related to Restrictions on Transfer and Ownership of Shares

  • Restrictions on Transfer (a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. (b) Each certificate, instrument, or book entry representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be notated with a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12. (c) The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.12. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 2.12(b), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.