Certain Transfer Provisions. If Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will represent more than 19.5% of the total profits or capital interests in the Partnership for a taxable year (the "19.5% Limit") (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)), then Contributor shall, subject to the above limitations, be permitted to transfer so much of its Series B Preferred Units to a Person or Persons satisfactory to the General Partner as may be appropriate to alleviate the risk of not satisfying the 19.5% Limit.
Certain Transfer Provisions. The following provisions shall apply to a purchase by a Non-Triggering Party of any Subject Property or Subject Subsidiary:
Certain Transfer Provisions. 80 8.5. Assignment Binding on Company...........................................80 8.6. Bankruptcy of a Member..................................................81 8.7.
Certain Transfer Provisions. If Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will represent more than 19.5% of the total profits or capital interests in the Partnership for a taxable year (the "19.5% Limit") (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)), then Contributor shall be permitted to transfer so much of its Series A Preferred Units as may be appropriate to alleviate the risk of not satisfying the 19.5% Limit.
Certain Transfer Provisions. Subject to the limitations on transferability and other requirements contained herein, including without limitation the restrictions set forth in Article 11, Section 16.6, and Section 3.4, if the Series B Contributor concludes, based on results or projected results that there exists (in the reasonable judgment of the Series B Contributor) an imminent and substantial risk that the Series B Contributor's interest in the Partnership represents or will exceed the 19.5% Limit, then the Series B Contributor shall be permitted to transfer so much of its Preferred Units as may be appropriate to alleviate the risk of not satisfying the 19.5% Limit.
Certain Transfer Provisions. Notwithstanding anything --------------------------- to the contrary in Section 12.2(A) or Section 12.2(B) of the Partnership Agreement, if Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will represent more than 19.5% of the total profits or capital interests in the Partnership for a taxable year (the "19.5% Limit") (determined in accordance with Treasury Regulations Section 1.7321-2(e)(4)), then Contributor shall, subject to the above limitations, be permitted to transfer as much of its Preferred Units as may be appropriate to alleviate the risk of not satisfying the 19.5% Limit, provided that (A) such transfer does not cause the total number of such persons holding Series C Preferred Units to exceed five (5), (B) such transferee(s) is an accredited investor within the meaning of Regulation D under the Securities Act, and (C) such transferee(s) would not cause the General Partner to fail to satisfy the requirements of Section 856(a)(6) and 856(h) of the Code if (I) all Series C Preferred Units, including those to be transferred to such transferee, were exchanged for Series C Preferred Stock (as defined below), (II) there were no outstanding stock of any other class of the General Partner and (III) such determination was made during the last half of the General Partner's taxable year, and (D) with respect to such proposed transfer, each of the transferor and transferee(s), as applicable, represent to the General Partner with respect to their ownership of the Series C Preferred Units, and to the extent required, relying on the accuracy of the other party's representations in an ownership certificate (the "Ownership Certificate") in --------------------- such form as is reasonably acceptable to the General Partner
Certain Transfer Provisions. 58 8.5 Assignment Binding on Company . . . . . . . . . . . . . . . . . . . . 59 8.6. Bankruptcy of a Member . . . . . . . . . . . . . . . . . . . . . . . 59 8.7.
Certain Transfer Provisions. Notwithstanding anything to the contrary in Section 12.2(A) or Section 12.2(B) of the Partnership Agreement, if Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will represent more than 19.5% of the total profits or capital interests in the Partnership for a taxable year (the "19.5% Limit") (determined in accordance with Treasury
Certain Transfer Provisions. If Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will represent more than 19.5% of the total profits or capital interests in the Partnership for a taxable year (the "19.5% Limit") (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)), then Contributor shall, subject to the above limitations, be permitted to transfer so much of its Series B Preferred Units to a Person or Persons satisfactory to the General Partner as may be appropriate to alleviate the risk of not satisfying the 19.5% Limit. (8) Exchange Rights (a) The Series B Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at any time on or after November 15, 2008, at the option of the holders of 51% of all outstanding Series B Preferred Units, for authorized but previously unissued Gables Trust Series B Preferred Shares at an exchange rate of one Gables Trust Series B Preferred Share from the General Partner, Gables Trust, the Partnership, or any combination of them for one Series B Preferred Unit, subject to adjustment as described below, provided that the Series B Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series B Preferred Units for Gables Trust Series B Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Distribution Payment Date, or (y) upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a "Publicly Traded Partnership" (a "PTP") within the meaning of Section 7704 of the Code and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event ...
Certain Transfer Provisions
