Look-Through Entity definition
Look-Through Entity means a Person that is either (i) described in Section 401(a) of the Code as provided under Section 856(h)(3) of the Code or (ii) registered under the Investment Company Act of 1940.
Look-Through Entity means a Person that is either (i) a trust described in Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code as modified by Section 856(h)(3) of the Code or (ii) registered under the Investment Company Act of 1940.
Look-Through Entity means any Person that (i) is not an individual or an organization described in Sections 401(a), 501(c)(17), or 509(a) of the Code or a portion of a trust permanently set aside or to be used exclusively for the purposes described in Section 642(c) of the Code or a corresponding provision of a prior income tax law, and (ii) provides the Corporation with (a) a written affirmation and undertaking, subject only to such exceptions as are acceptable to the Corporation in its sole discretion, that (x) it is not an organization described in Sections 401(a), 501(c)(17) or 509(a) of the Code or a portion of a trust permanently set aside or to be used exclusively for the purposes described in Section 642(c) of the Code or a corresponding provision of a prior income tax law, (y) after the application of the rules for determining stock ownership, as set forth in Section 544(a) of the Code, as modified by Sections 856(h)(1)(B) and 856(h)(3)(A) of the Code, no "individual" would own, Beneficially or Constructively, more than the then-applicable Ownership Limit, taking into account solely for the purpose of determining such "individual's" ownership for the purposes of this clause (y) (but not for determining whether such "individual" is in compliance with the Ownership Limit for any other purpose) only such "individual's" Beneficial and Constructive Ownership derived solely from such Person and (z) it does not Constructively Own 10% or more of the equity of any tenant with respect to real property from which the Corporation or TRG receives or accrues any rent from real property, and (b) such other information regarding the Person that is relevant to the Corporation's qualifications to be taxed as a REIT as the Corporation may reasonably request.
Examples of Look-Through Entity in a sentence
In exercising its discretion under this Section 7.7, the Board of Directors may, but is not required to, obtain a ruling from the Internal Revenue Service or an opinion of counsel, in either case in form and substance satisfactory to the Board of Directors, as it may deem necessary or desirable in order to maintain the Corporation's status as a REIT and, in addition, may obtain such representations and warrants from the Look-Through Entity that it may deem necessary or desirable under the circumstances.
The Board of Directors may, in its sole and absolute discretion, permit a Look-Through Entity to own shares of Equity Stock in excess of the Look-Through Ownership Limit if the Look-Through Entity satisfies the Board of Directors that such share ownership will not adversely affect the Corporation's ability to qualify as a REIT.
The Board of Directors shall except a Person from the Ownership Limit if the Person satisfies the Board of Directors, in its sole and absolute discretion, that (a) such Person qualifies to be treated as a Look-Through Entity, (b) satisfies the requirements of (i), (ii), and (iii) above, and (c) does not Beneficially Own shares of Equity Stock in excess of the Look-Through Ownership Limit.
If Subscriber is a Look- Through Entity, each equity owner of such Look-Through Entity will be considered a client and will be required to represent that it is a Qualified Client (upon one of the criteria set forth in (A) through (D) above).
Subscriber is a natural person, a trust owned jointly with spouse, or a Company (other than a Look-Through Entity) that is a “Qualified Purchaser” as defined in Section 2(a)(51)(A) of the Investment Advisers Act of 1940 or related rules thereunder (a “Qualified Purchaser”).
More Definitions of Look-Through Entity
Look-Through Entity means an entity (i) that is looked through for purposes of the "closely held" test in Section 856(h) of the Code and (ii) each beneficial owner of which would satisfy the Ownership Limit if such beneficial owner owned directly its proportionate share of the shares of Equity Stock that are held by the Look-Through Entity, which, by way of example, could include (i) a pension trust that qualifies for look-through treatment under Section 856(h)(3) of the Code, (ii) an entity that qualifies as a regulated investment company under Section 851 of the Code, or (iii) a corporation.
Look-Through Entity means either (i) a pension trust that qualifies for look-through treatment under Section 856(h)(3) of the Code or (ii) an entity that qualifies as a regulated investment company under Section 851 of the Code, as long as each beneficial owner of such entity would satisfy the Ownership Limit if such beneficial owner owned directly its proportionate share of the shares of Equity Stock that are held by the Look-Through Entity.
Look-Through Entity refers to three types of Companies that are not eligible for Qualified Client status unless each equity owner (with some exceptions) of the Look-Through Entity is a Qualified Client: (a) an investment company (see definition below) registered under the Investment Company Act of 1940; (b) a business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; and (c) a Section 3(c)(1) Company (see definition below). As used in the preceding paragraph (and in other parts of this Subscription Agreement that expressly refer to this definition), "investment company" has the meaning assigned to it in Section 3(a) of the Investment Company Act of 1940: any entity that (i) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities; or (ii) is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or (iii) is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities (i.e., any securities other than government securities, securities issued by any employee securities company and securities issued by any majority owned subsidiary of the entity that is not itself an investment company or a private investment company) having a value exceeding 40% of the value of the entity's total assets (excluding government securities and cash items) on an unconsolidated basis. A “Section 3(c)(1) Company” is a Company that would be an “investment company” under the Investment Company Act of 1940 (see definition above) but for the exception under Section 3(c)(1) of that Act. That exception generally is available if (1) the Company is not making (or presently proposing to make) a public offering of its securities, and (2) its outstanding securities (other than its short-term paper) are beneficially owned by not more than 100 persons. Most private investment funds, for example, rely on this registration exemption. A “Section 3(c)(7) Company” is a Company that would be an “investment company” under the Investment Company Act of 1940 (see definition above) but for the exception under Section 3(c)(7) of that Act. That exception generally is available if (1) the Company is not making (or presently proposing to make) a public offe...
Look-Through Entity means a Person that is registered under the Investment Company Act of 1940 as long as each beneficial owner of such entity would satisfy the Aggregate Stock Ownership Limit, the Preferred Stock Ownership Limit, and the Common Stock Ownership Limit if such beneficial owner owned directly its proportionate share of the shares of Capital Stock that are held by the Look-Through Entity.
Look-Through Entity shall have the meaning set forth in Section 6.11(g) of this Agreement.
Look-Through Entity means any Person that (i) is not an individual or an organization described in Sections 501(c)(17) or 509(a) of the Code, or a portion of a trust permanently set aside or to be used exclusively for the purposes described in Section 642(c) of the Code or a corresponding provision of a prior income tax law, and (ii) provides the Corporation, not less than 10 days prior to becoming a holder of shares of Common Stock, with (a) a written affirmation and undertaking, subject only to such exceptions as are acceptable to the Corporation in its sole discretion, that (x) it is not an organization described in Sections 501(c)(17) or 509(a) of the Code, or a portion of a trust
Look-Through Entity means an entity (i) that is looked through for purposes of the "closely held" test in section 856(h) of the Code and (ii) each beneficial owner of which would satisfy the Ownership Limit if such beneficial owner owned directly its proportionate share of the shares of Equity Stock that are held by the Look-Through Entity, which, by way of example, could include (i) a pension trust that qualifies for look-through treatment under section 856(h)(3) of the Code, (ii) an entity that qualifies as a regulated investment company under section 851 of the Code, or (iii) a corporation.