Limitations on Resales. The Limited Partnership Agreement prohibits transfers of Units if a transfer, when considered with all other transfers during the same applicable twelve-month period, would cause a termination of the Partnership for federal income tax purposes. This provision may limit sales of Units in the secondary market and in private transactions for the twelve-month period following completion of the Offer. The Managing General Partner has advised the Purchaser that the Partnership will not process any requests for recognition of substitution of Limited Partners upon a transfer of Units during such twelve-month period which the Managing General Partner believes may cause a tax termination in contravention of the Limited Partnership Agreement. In determining the number of Units for which the Offer is made (representing approximately 30% of the outstanding Units), the Purchaser (which is an affiliate of the Managing General Partner) took this restriction into account so as to permit normal historical levels of transfers to occur following the transfers of Units pursuant to the Offer without violating this restriction.
Limitations on Resales. The Purchasers do not believe the provisions of the REIT’s Articles of Incorporation should restrict transfers of Shares pursuant to the Offer.
Limitations on Resales. The Purchasers do not believe the provisions of the Operating Agreement should restrict transfers of Units pursuant to the Offer, although no more than 50% of the Units may be transferred in any 12-month period. This limitation will not affect the tender of Units under this Offer because, subject to the terms of the Offer, we will pay for the Units upon confirmation that the Supervisor will either transfer the Units or recognize the change of address for distributions and correspondence on the Units, and, under the terms of the Assignment Form, we will take a power of attorney over your Units that will permit us to change the address to which distributions are sent. We will then wait to transfer the Units tendered until the Company can effect the transfer of record title in accordance with the Operating Agreement.
Limitations on Resales. The Investor further covenants and agrees that it will not knowingly transfer to any Person (together with such Person's Affiliates), other than the Company or Affiliates of the Investor, in a transaction or series of transactions, Common Stock in an aggregate amount in excess of 2% of the issued and outstanding shares of Common Stock of the Company (based upon the number of shares of Common Stock of the Company issued and outstanding on the applicable date of transfer); in furtherance thereof, the Investor covenants and agrees that it shall not during any five (5) consecutive trading days transfer Common Stock in secondary market transactions in which the identity of the acquiror is not known to the Investor in an amount in excess of 2% of the issued and outstanding shares of Common Stock of the Company (based upon the number of shares of Common Stock of the Company issued and outstanding on the applicable date of transfer). The Investor covenants and agrees that the foregoing transfers to third parties shall be made in bona fide, arms-length transactions and that upon any such transfer, it will not retain the power to control the disposition of the securities transferred or to direct the voting with respect thereto.
Limitations on Resales. The Investor's sales of Conversion Shares in any given calendar week (Monday through Friday) shall not exceed such Investor's proportionate share of fifteen percent (15%) of the total weekly volume for the Common Stock as reported by Bloomberg, LP, for the previous calendar week (which volume calculation shall exclude any sales by the Investor). "Proportionate share" shall mean the percentage found by dividing the Investor's Purchase Price as shown on the signature pages hereto by the total offering of $400,000.
Limitations on Resales. SG covenants and agrees that it (together with its Affiliates) will not transfer the Preferred Shares or the Warrants to any Person (together with such Person's Affiliates), other than the Company or Affiliates of SG, in a transaction or series of transactions, in an aggregate principal amount in excess of such principal amount as would be convertible or exercisable at the date of transfer into in excess of 2% of the issued and outstanding shares of Common Stock of the Company (based upon, in the case of the Preferred Shares, the applicable Conversion Price (as defined in the Certificate) and number of shares of Common Stock of the Company issued and outstanding on the applicable date of transfer and without giving effect to any limitations on conversion or exercise set forth in the Certificate and the Warrants). SG further covenants and agrees that it will not knowingly transfer to any Person (together with such Person's Affiliates), other than the Company or Affiliates of SG, in a transaction or series of transactions. Common Shares or Warrant Shares in an aggregate amount in excess of 2% of the issued and outstanding shares of Common Stock of the Company (based upon the number of shares of Common Stock of the Company issued and outstanding on the applicable date of transfer); in furtherance thereof, SG covenants and agrees that it shall not during any five (5) consecutive trading days transfer Common Shares or Warrant Shares in secondary market transactions in which the identity of the acquiror is not known to SG in an amount in excess of 2% of the issued and outstanding shares of Common Stock of the Company (based upon the number of shares of Common Stock of the Company issued and outstanding on the applicable date of transfer.) SG covenants and agrees that the foregoing transfers to third parties shall be made in bona fide, arms-length transactions and that upon any such transfer, it will not retain the power to control the disposition of the securities transfered or, in the case of Common Shares or Warrant Shares, to direct the voting with respect thereto.
Limitations on Resales. The Limited Partnership Agreement prohibits transfers of Class B Units if a transfer, when considered with all other transfers during the same applicable twelve-month period, would cause a termination of the Partnership for federal or any applicable state income tax purposes. This provision may limit sales of Class B Units in the secondary market and in private transactions for the twelve-month period following completion of the Offer. The General Partner has advised the Purchaser that the Partnership will not process any requests for recognition of substitution of Limited Partners upon a transfer of Class B Units during such twelve-month period which the General Partner believes may cause a tax termination in contravention of the Limited Partnership Agreement. In determining the number of Class B Units for which the Offer is made (representing approximately 30% of the outstanding Class B Units if 23,000 Class B Units are tendered), the Purchaser (which is an affiliate of the General Partner) took this restriction into account so as to permit normal historical levels of transfers to occur following the transfers of Class B Units pursuant to the Offer without violating this restriction. Effect on Trading Market; Registration Under Section 12(g) of the Exchange Act. If a substantial number of Class B Units are purchased pursuant to the Offer, the result will be a reduction in the number of Limited Partners. In the case of certain kinds of equity securities, a reduction in the number of security-holders might be expected to result in a reduction in the liquidity and volume of activity in the trading market for the security. In this case, however, there is no established public trading market for the Class B Units and, therefore, the Purchaser (which is an affiliate of the General Partner) does not believe a reduction in the number of Limited Partners will materially further restrict the Limited Partners' ability to find purchasers for their Class B Units through secondary market transactions. See Section 13 for certain limited information regarding recent secondary market sales of the Class B Units. The Class B Units are registered under Section 12(g) of the Exchange Act, which means, among other things, that the Partnership is required to file periodic reports with the Commission and to comply with the Commission's proxy rules. The Purchaser (which is an affiliate of the General Partner) does not expect or intend that consummation of the Offer will cause the...
Limitations on Resales. The Limited Partnership Agreement prohibits transfers of Class A Units if a transfer, when considered with all other transfers during the same applicable twelve-month period, would cause a termination of the Partnership for federal or any applicable state income tax purposes. This provision may limit sales of Class A Units in the secondary market and in private transactions for the twelve-month period following completion of the Offer. The General Partner has advised the Purchaser that the Partnership will not process any requests for recognition of substitution of Limited Partners upon a transfer of Class A Units during such twelve-month period which the General Partner believes may cause a tax termination in contravention of the Limited Partnership Agreement. In determining the number of Class A Units for which the Offer is made (representing approximately 25% of the outstanding Class A Units if 24,000 Class A Units are tendered), the Purchaser (which is an affiliate of the General Partner) took this restriction into account so as to permit normal historical levels of transfers to occur following the transfers of Class A Units pursuant to the Offer without violating this restriction.
Limitations on Resales. Due to the termination of the Partnership for tax purposes if there is a sale or exchange of 50% or more of the total interest in partnership capital and profits within a twelve-month period (although successive transfers of the same interest within a twelve-month period will be treated as a single transfer for this purpose), this Offer may limit sales of Units in the secondary market and in private transactions for the twelve-month period following completion of the Offer. See Section 6. The General Partner has advised the Purchaser that the Partnership will not process any requests for recognition of substitution of Limited Partners upon a transfer of Units during such twelve-month period which the General Partner believes may cause a tax termination in contravention of the Limited Partnership Agreement. In determining the number of Units for which the Offer is made (representing approximately 45% of the outstanding Units), the Purchaser (which is an affiliate of the General Partner) took this restriction into account so as to permit normal historical levels of transfers to occur following the transfers of Units pursuant to the Offer without violating this restriction.
Limitations on Resales. 10 Influence on Voting Decisions by the Purchaser........................10
