constructive ownership of our stock will not now or in the future jeopardize our ability to qualify as a REIT and must agree that any violation or attempted violation of those representations or
undertakings (or other action that is contrary to the ownership limits and certain other REIT limits on ownership and transfer of our stock described above) will result in the shares of stock being automatically transferred to a trust as described
below. As a condition of its waiver, the board of directors may require an opinion of counsel or United States Internal Revenue Service (IRS) ruling satisfactory to it with respect to our qualification as a REIT and may impose such other
conditions as it deems appropriate in connection with the granting of the exemption or different limit on ownership.
connection with the waiver of the ownership limits or at any other time, the board of directors may from time to time increase the ownership limits for one or more persons and decrease the ownership limits for all other persons; provided that the
new ownership limits may not, after giving effect to such increase and under certain assumptions stated in our Certificate of Incorporation, result in us being closely held within the meaning of Section 856(h) of the Code (without
regard to whether the ownership interests are held during the last half of a taxable year). Reduced ownership limits will not apply to any person whose percentage ownership of our aggregate outstanding stock or of the shares of a class or series of
our stock, as applicable, is in excess of such decreased ownership limits until such time as that persons percentage of our aggregate outstanding stock or of the shares of a class or series of stock, as applicable, equals or falls below the
decreased ownership limits, but any further acquisition of shares of our stock or of a class or series of our stock, as applicable, in excess of such percentage ownership of shares of stock or of a class or series of stock will be in violation of
the ownership limits.
Our Certificate of Incorporation further prohibits:
any person from transferring shares of our stock if the transfer would result in our aggregate outstanding stock being beneficially owned by fewer than
100 persons (determined without reference to any rules of attribution); and
any person from beneficially or constructively owning shares of our stock if that ownership would result in our failing to qualify as a REIT.
The foregoing provisions on transferability and ownership will not apply if the board of directors
determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.
who acquires, or attempts or intends to acquire, beneficial or constructive ownership of shares of our stock that will or may violate the ownership limits or any of the other foregoing restrictions on transferability and ownership will be required
to give notice to us immediately (or, in the case of a proposed or attempted transaction, at least 15 days prior to the transaction) and provide us with such other information as we may request in order to determine the effect, if any, of the
transfer on our qualification as a REIT.
Pursuant to our Certificate of Incorporation, if there is any purported transfer of
our stock or other event or change of circumstances that, if effective or otherwise, would violate any of the restrictions described above, then the number of shares causing the violation (rounded up to the nearest whole share) will be automatically
transferred to a trust for the exclusive benefit of a designated charitable beneficiary, except that any transfer that results in the violation of the restriction relating to our stock being beneficially owned by fewer than 100 persons will be
automatically void and of no force or effect. The automatic transfer will be effective as of the close of business on the business day prior to the date of the purported transfer or other event or change of circumstances that requires the transfer
to the trust. We refer below to the person that would have owned the shares if they had not been transferred to the trust as the purported transferee. Any ordinary dividend paid to the purported transferee prior to our discovery that the shares had
been automatically transferred to a trust as described above must be repaid to the trustee upon demand. Our Certificate of Incorporation also provides for adjustments to the entitlement to receive extraordinary dividends and other distributions as
between the purported transferee and the trust. If the transfer to the trust as described above is not automatically effective for any reason, to prevent violation of the applicable restriction contained in our Certificate of Incorporation, the
transfer of the excess shares will be automatically void and of no force or effect.