No Publicly Traded Partnership. Notwithstanding anything in this Agreement to the contrary, no Transfer of any Membership Interest may be made if, in the reasonable determination of the Board of Managers, such Transfer would result in the Company being treated as a “publicly traded partnership” within the meaning of Code Section 7704(b).
No Publicly Traded Partnership. Notwithstanding any provision to the contrary in this Agreement or any PIPR Agreement, no exchange pursuant to this Section 7.03 shall be permitted (and, if attempted, shall be null and of no effect) if the Company determines, in the sole discretion of the Managing Members, that such exchange would pose a material risk that the Company would be a “publicly traded partnership” as defined in Section 7704 of the Code. In the event the Company makes such a determination, an exchange pursuant to Section 7.03(a) shall be permitted upon the next redemption date selected by the Company that would not pose such a risk. Notwithstanding anything to the contrary herein, the Managing Members, in their sole discretion, shall be permitted to establish procedures that they determine are necessary or appropriate to ensure that the Company will not be treated as a “publicly traded partnership” or as an association taxable as a corporation for U.S. Federal income tax purposes.
No Publicly Traded Partnership. It shall take all actions necessary to prevent itself from being taxed as a publicly traded partnership under Section 7704 of the Internal Revenue Code.
No Publicly Traded Partnership. Notwithstanding the foregoing, without the prior consent of the Board of Supervisors, no Partner shall Dispose of all or any part of its Partnership Interest in such a manner that, after the Disposition, the Partnership would become taxable as a corporation for U.S. federal income tax purposes.
No Publicly Traded Partnership. The General Partner is authorized to take all actions necessary to prevent the Partnership from being treated as a publicly traded partnership within the meaning of Section 7704 of the Code. To ensure that interests in the Partnership are not traded on an established securities market within the meaning of Section 1.7704-1(b) of the Treasury Regulations or readily tradable on a secondary market or the substantial equivalent thereof within the meaning of Section 1.7704-1(c) of the Treasury Regulations, notwithstanding any other provision of this Agreement to the contrary: (i) the Partnership shall not participate in the establishment of a market or the inclusion of its interests thereon, and (ii) the Partnership shall not recognize any transfer made on any market by (A) redeeming the transferor Partner (in the case of a redemption or repurchase by the Partnership) or (B) admitting the transferee as a Partner or otherwise recognizing any rights of the transferee, such as a right of the transferee to receive Partnership distributions (directly or indirectly) or to acquire an interest in the capital or profits of the Partnership.
No Publicly Traded Partnership. It shall not take or permit any actions which will cause any of them, or the Operating Partnership or the Property Company, to be taxed as a publicly traded partnership under Section 7704 of the Internal Revenue Code.
