Common use of No Registration; Restricted Securities Clause in Contracts

No Registration; Restricted Securities. The Employee understands and acknowledges that: (a) Subject Units are not, and at the time of issuance may not be, registered under the Securities Act on the ground that the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Rule 701 promulgated thereunder; (b) Subject Units may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of either a registration statement under the Securities Act covering the Subject Units which has been declared effective by the Commission or an available exemption from registration under the Securities Act, Subject Units must be held indefinitely; (c) in particular, Subject Units may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are met. Among the conditions for use of Rule 144 may be the availability of current information to the public about the Partnership. Such information is not now available and the Partnership Parties have no present plans to make such information available; (d) in addition to any other legend that may be required by law or by the Partnership Agreement, each Certificate, if any, representing Subject Units shall bear the additional legends referred to in Section 1.3 of this Agreement; and (e) a notation shall be made in the appropriate records of the Partnership indicating that Subject Units are subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Partnership’s Transfer Agent with respect to Subject Units.

No Registration; Restricted Securities. The Employee Director understands and acknowledges that: (a) the Subject Units are not, and at the time of issuance may not be, registered under the Securities Act on the ground that the issuance of securities hereunder the Subject Units is exempt from registration under the Securities Act pursuant to Rule 701 promulgated thereunder; (b) the Subject Units may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of either a registration statement under the Securities Act covering the Subject Units which has been declared effective by the Commission or an available exemption from registration under the Securities Act, the Subject Units must be held indefinitely; (c) in particular, the Subject Units may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are met. Among the conditions for use of Rule 144 may be the availability of current information to the public about the Partnership. Such information is not now available available, and the Partnership Parties have no present plans to make such information available; (d) in addition to any other legend that may be required by law or by the Partnership Agreement, each Certificate, if any, representing the Subject Units shall bear the additional legends referred to in Section 1.3 of this Agreement1.3; and (e) a notation shall be made in the appropriate records of the Partnership indicating that the Subject Units are subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Partnership’s Transfer Agent with respect to the Subject Units.