Common use of Exchangeable Preferred Units Transfer Restrictions Clause in Contracts

Exchangeable Preferred Units Transfer Restrictions. Subject to Article VII, each Exchangeable Preferred Limited Partner holding Exchangeable Preferred Units shall be permitted to transfer any Exchangeable Preferred Units owned by such Exchangeable Preferred Limited Partner (1) to any of its controlled Affiliates (any such Transferee, a “Preferred Unitholder Permitted Transferee”), (2) to Newmark SPV I, LLC upon settlement of the Variable Forward Transaction Confirmation or (3) to a permitted transferee or assignee of the Preferred Unitholder under the Variable Forward Transaction Confirmation in connection with a transfer of the Variable Forward Transaction Confirmation; provided that, with respect to clause (1) or (3), no such transfer shall be permitted if it could reasonably be expected to result in the Partnership becoming subject to the registration under Section 12(b) or 12(g) of the Securities Act.

Exchangeable Preferred Units Transfer Restrictions. Subject to Article VII, each Exchangeable Preferred Limited Partner holding Exchangeable Preferred Units shall be permitted to transfer any Exchangeable Preferred Units owned by such Exchangeable Preferred Limited Partner (1) to any of its controlled Affiliates (any such Transferee, a “Preferred Unitholder Permitted Transferee”), (2) to Newmark SPV I, LLC upon settlement of the Variable Forward Transaction Confirmation or (3) to a permitted transferee or assignee of the Preferred Unitholder under the Variable Forward Transaction Confirmation in connection with a transfer of the Variable Forward Transaction Confirmation; provided that, with respect to clause (1) or (3), no such transfer shall be permitted if it could reasonably be expected to result in the Partnership becoming subject to the registration under Section 12(b) or 12(g) of the Securities Exchange Act.