Exceptions to Exercise of Redemption Right. Notwithstanding the provisions of Sections 8.6.A and 8.6.B, a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.6.A if (but only as long as) the delivery of Shares to such Partner on the Specified Redemption Date (i) would be prohibited under the Declaration of Trust or (ii) would be prohibited under applicable federal or state securities laws or regulations (in each case regardless of whether the General Partner would in fact assume and satisfy the Redemption Right).
Exceptions to Exercise of Redemption Right. Notwithstanding the provisions of Sections 8.6.A and 8.6.B, a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.6.A if (but only as long as) the delivery of Shares to such Partner on the Specified Redemption Date would (i) be prohibited under the restrictions on the ownership or transfer of Shares in the Charter, (ii) be prohibited under applicable federal or state securities laws or regulations (in each case regardless of whether the Parent would in fact assume and satisfy the Redemption Right), (iii) without limiting the foregoing, result in the Shares being owned by fewer than 100 persons (determined without reference to rules of attribution), (iv) without limiting the foregoing, result in the Parent being “closely held” within the meaning of Section 856(h) of the Code or cause the Parent to own, actually or constructively, ten percent (10%) or more of the ownership interests in a tenant of the Parent, the Partnership or a Subsidiary of the Partnership’s real property within the meaning of Section 856(d)(2)(B) of the Code, and (v) without limiting the foregoing, cause the acquisition of the Shares by the Redeeming Partner to be “integrated” with any other distribution of Shares for purposes of complying with the registration provision of the Securities Act, as amended. Notwithstanding the foregoing, the Parent may, in its sole and absolute discretion, waive such prohibition set forth in this Section 8.6.C.
Exceptions to Exercise of Redemption Right. Notwithstanding the provisions of paragraphs (i) and (ii) above, a Partner shall not be entitled to exercise the Series D-1 Redemption Right if (but only as long as) the delivery of Series D-1 Preferred Shares to such Partner on the Series D-1 Specified Redemption Date (a) would be prohibited under the Declaration of Trust, or (b) as long as the Common Shares or any previously issued Series D-1 Preferred Shares are Publicly Traded, would be prohibited under applicable federal or state securities laws or regulations (assuming the General Partner would in fact assume and satisfy the Series D-1 Redemption Right).
Exceptions to Exercise of Redemption Right. Notwithstanding the provisions of Sections 8.6A and 8.6B, a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.6A if (but only as long as), in the written opinion of counsel to the General Partner, the delivery of Shares to such Partner on the Specified Redemption Date (i) would be prohibited under the Certificate of Incorporation, (ii) would cause a violation of the REIT Requirements, or (iii) would be prohibited (after giving effect to any applicable exemptions) under applicable Federal or state securities laws or regulations (in each case regardless of whether the General Partner would in fact assume and satisfy the Redemption Right).
Exceptions to Exercise of Redemption Right. Notwithstanding the provisions of Section 8.6.A and Section 8.6.B, a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.6.A to the extent that the delivery of Shares to such Partner on the Specified Redemption Date by the General Partner pursuant to Section 8.6.B (regardless of whether or not the General Partner Entity would in fact exercise its rights under Section 8.6.B) would (i) be prohibited, as determined in the sole discretion of the General Partner Entity, under the Declaration of Trust, (ii) cause the acquisition of Shares by such Partner to be “integrated” with any other distribution of Shares for purposes of complying with the Securities Act or (iii) would otherwise be prohibited under applicable federal or state securities laws or regulations. Notwithstanding the foregoing, the General Partner Entity may, in its sole and absolute discretion, waive such prohibition set forth in this Section 8.6C.
Exceptions to Exercise of Redemption Right. Notwithstanding the provisions of Sections 8.7.A and 8.7.B above, a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.7.A above if (but only as long as) the delivery of REIT Shares to such Partner on the Specified Redemption Date (i) would be prohibited under the Certificate of Incorporation, or (ii) as long as the REIT Shares are Publicly Traded, would be prohibited under applicable federal or state securities laws or regulations (assuming the Company would in fact assume and satisfy the Redemption Right). Furthermore, the Redemption Right pursuant to Sections 8.7.A and 8.7.B shall be subject to any restrictions on redemptions imposed by the General Partner pursuant to Section 7.9.
Exceptions to Exercise of Redemption Right. (i) Notwithstanding the provisions of this Section 8.7 or any other provision of this Agreement, a Limited Partner (a) shall not be entitled to effect a Redemption for cash or an exchange for Shares to the extent the ownership or right to acquire Shares pursuant to such exchange by such Limited Partner on the Specified Redemption Date could cause such Limited Partner or any other Person to violate the restrictions on ownership and transfer of Shares set forth in the Charter of the General Partner and (b) shall have no rights under this Agreement to acquire Shares which would otherwise be prohibited under the Charter. To the extent any attempted exercise of the Redemption Right or exchange for Shares would be in violation of this Section 8.7.C(i), it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such exercise of such Redemption Right or the Shares otherwise issuable upon such exchange. Notwithstanding the foregoing, the General Partner shall, and shall cause the Partnership to, take reasonable steps to cooperate with any Limited Partner who exercises the Redemption Right to structure any such Redemption that would otherwise violate the restrictions on ownership and transfer of Shares set forth in the Charter of the General Partner in a manner that will permit the Redemption without violating such restrictions. Such steps may include (x) satisfying the Redemption of any Partnership Units with respect to which the issuance of Shares would result in the violation of the restrictions on ownership through the payment of the Cash Amount, (y) the General Partner selling in a registered or private offering Shares and causing the Redemption of Partnership Units with the proceeds from such sales, or (z) otherwise structuring any sales by holders of Shares in a registered offering in manner that would not result in a Limited Partner violating the ownership restrictions set forth in the Charter of the General Partner.
(ii) Notwithstanding the provisions of Sections 8.7.A and 8.7.B, a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.7.A if (but only as long as) the delivery of Shares to such Partner on the Specified Redemption Date would be prohibited under applicable U.S. federal or state securities laws or regulations (in each case regardless of whether the General Partner would in fact assume and satisfy the Redemption Right).
Exceptions to Exercise of Redemption Right. Notwithstanding the provisions of Section 8.5.A and Section 8.5.B hereof, a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.5.A to the extent that the delivery of Common Shares to such Partner by the General Partner on the Specified Redemption Date pursuant to Section 8.5.B (regardless of whether or not the General Partner would in fact exercise its rights under Section 8.5.B) would (i) be prohibited, as determined in the sole and absolute discretion of the General Partner, under the Ownership Limit, as a result of other restrictions contained in the Articles of Incorporation or any federal or state securities laws or regulations, (ii) cause the acquisition of Common Shares by such Partner to be “integrated” with any other distribution of Common Shares for purposes of complying with the Securities Act, (iii) otherwise be prohibited under applicable federal or state securities laws or regulations, or (iv) cause the Partnership to cease to be classified as a partnership for federal income tax purposes.
Exceptions to Exercise of Redemption Right. Notwithstanding the provisions of Sections 5(a)(i) and 5(a)(ii), a holder of Series 1997-A Preferred Units shall not be entitled to exercise the Redemption Right pursuant to Section 5(a)(i) if (but only as long as) the delivery of shares of Corporation Preferred Stock to such holder on the Specified Redemption Date (A) (i) would, based upon the advice of outside counsel, be prohibited under the charter of the Corporation (ii) would be prohibited under Section 5(g) hereof or (iii) would, based upon the advice of outside counsel, be prohibited under applicable federal or state securities laws or regulations (in each case regardless of whether the General Partner would in fact assume and satisfy the Redemption Right) and (B) if, (x) the holder is Blackacre Capital Group, L.P. ("Blackacre") or any affiliate of Blackacre, and (y) Blackacre will at the time of redemption hold Corporation Preferred Stock that is convertible into more than 9.8% of the Corporation Common Stock, such entity does not provide the Corporation with a representation letter substantially in the form attached hereto as Schedule 1.
Exceptions to Exercise of Redemption Right. Notwithstanding the provisions of paragraphs (i) and (ii) above, a Partner shall not be entitled to exercise the Series A Redemption Right if (but only as long as) the delivery of Series A Preferred Shares to such Partner on the Series A Specified Redemption Date (a) would be prohibited under the Declaration of Trust, or (b) as long as the Common Shares or any previously issued Series A Preferred Shares are Publicly Traded, would be prohibited under applicable federal or state securities laws or regulations (assuming the General Partner would in fact assume and satisfy the Series A Redemption Right).
