Common use of Restrictions on Ownership and Transfer Clause in Contracts

Restrictions on Ownership and Transfer. The restrictions on Transfer set forth in Sections 11.1.B and 11.3.A of the Agreement shall not apply to Transfers of Class VIII High Performance Partnership Units. Prior to the Class VIII High Performance Valuation Date, the Class VIII High Performance Partnership Units shall be owned and held solely by SMP 2008, L.L.C., a Delaware limited liability company (the “SMP”). On or after the Class VIII High Performance Valuation Date, the Class VIII High Performance Partnership Units may be Transferred (i) by the SMP to (a) any Person who is a member (a “Member”) of the SMP immediately prior to such transfer, (b) a Family Member of a Member, (c) a Controlled Entity of a Member, (c) any Person with respect to whom the Member constitutes a Controlled Entity, (d) upon the death of a Member, by will or by the laws of descent and distribution to any Qualified Transferee, and (ii) by any other Person to (a) a Family Member of a such Person, (b) a Controlled Entity of such Person, (c) any other Person with respect to whom such Person constitutes a Controlled Entity, (d) upon the death of such Person, by will or by the laws of descent and distribution to any Qualified Transferee.

Restrictions on Ownership and Transfer. The restrictions on Transfer set forth in Sections 11.1.B and 11.3.A of the Agreement shall not apply to Transfers of Class VIII IX High Performance Partnership Units. Prior to the Class VIII IX High Performance Valuation Date, the Class VIII IX High Performance Partnership Units shall be owned and held solely by SMP 20082009, L.L.C., a Delaware limited liability company (the “SMP”). On or after the Class VIII IX High Performance Valuation Date, the Class VIII IX High Performance Partnership Units may be Transferred (i) by the SMP to (a) any Person who is a member (a “Member”) of the SMP immediately prior to such transfer, (b) a Family Member of a Member, (c) a Controlled Entity of a Member, (c) any Person with respect to whom the Member constitutes a Controlled Entity, (d) upon the death of a Member, by will or by the laws of descent and distribution to any Qualified Transferee, and (ii) by any other Person to (a) a Family Member of a such Person, (b) a Controlled Entity of such Person, (c) any other Person with respect to whom such Person constitutes a Controlled Entity, (d) upon the death of such Person, by will or by the laws of descent and distribution to any Qualified Transferee.

Restrictions on Ownership and Transfer. The restrictions on Transfer set forth in Sections 11.1.B and 11.3.A of the Agreement shall not apply to Transfers of Class VIII IX High Performance Partnership Units. Prior to the Class VIII IX High Performance Valuation Date, the Class VIII IX High Performance Partnership Units shall be owned and held solely by SMP 20082009, L.L.C., a Delaware limited liability company (the “SMP”). On or after the Class VIII IX High Performance Valuation Date, the Class VIII IX High Performance Partnership Units may be Transferred (i) by the SMP to (a) any Person who is a member (a “Member”") of the SMP immediately prior to such transfer, (b) a Family Member of a Member, (c) a Controlled Entity of a Member, (c) any Person with respect to whom the Member constitutes a Controlled Entity, (d) upon the death of a Member, by will or by the laws of descent and distribution to any Qualified Transferee, and (ii) by any other Person to (a) a Family Member of a such Person, (b) a Controlled Entity of such Person, (c) any other Person with respect to whom such Person constitutes a Controlled Entity, (d) upon the death of such Person, by will or by the laws of descent and distribution to any Qualified Transferee.

Restrictions on Ownership and Transfer. The restrictions on Transfer set forth in Sections 11.1.B and 11.3.A of the Agreement shall not apply to Transfers of Class VIII II High Performance Partnership Units. Prior to the Class VIII II High Performance Valuation Date, the Class VIII II High Performance Partnership Units shall be owned and held solely by SMP 20082002, L.L.C., a Delaware limited liability company (the “"SMP”"). On or after the Class VIII II High Performance Valuation Date, the Class VIII II High Performance Partnership Units may be Transferred (i) by the SMP to (a) any Person who is a member (a “Member”"MEMBER") of the SMP immediately prior to such transfer, (b) a Family Member of a Member, (c) a Controlled Entity of a Member, (c) any Person with respect to whom the Member constitutes a Controlled Entity, (d) upon the death of a Member, by will or by the laws of descent and distribution to any Qualified Transferee, and (ii) by any other Person to (a) a Family Member of a such Person, (b) a Controlled Entity of such Person, (c) any other Person with respect to whom such Person constitutes a Controlled Entity, (d) upon the death of such Person, by will or by the laws of descent and distribution to any Qualified Transferee.,

Restrictions on Ownership and Transfer. The restrictions on Transfer set forth in Sections 11.1.B and 11.3.A of the Agreement shall not apply to Transfers of Class VIII IV High Performance Partnership Units. Prior to the Class VIII IV High Performance Valuation Date, the Class VIII IV High Performance Partnership Units shall be owned and held solely by SMP 20082004, L.L.C., a Delaware limited liability company (the “"SMP”"). On or after the Class VIII IV High Performance Valuation Date, the Class VIII IV High Performance Partnership Units may be Transferred (i) by the SMP to (a) any Person who is a member (a “Member”"MEMBER") of the SMP immediately prior to such transfer, (b) a Family Member of a Member, (c) a Controlled Entity of a Member, (c) any Person with respect to whom the Member constitutes a Controlled Entity, (d) upon the death of a Member, by will or by the laws of descent and distribution to any Qualified Transferee, and (ii) by any other Person to (a) a Family Member of a such Person, (b) a Controlled Entity of such Person, (c) any other Person with respect to whom such Person constitutes a Controlled Entity, (d) upon the death of such Person, by will or by the laws of descent and distribution to any Qualified Transferee.,

Restrictions on Ownership and Transfer. The restrictions on Transfer set forth in Sections 11.1.B and 11.3.A of the Agreement shall not apply to Transfers of Class VIII III High Performance Partnership Units. Prior to the Class VIII III High Performance Valuation Date, the Class VIII III High Performance Partnership Units shall be owned and held solely by SMP 20082003, L.L.C., a Delaware limited liability company (the “"SMP”"). On or after the Class VIII III High Performance Valuation Date, the Class VIII III High Performance Partnership Units may be Transferred (i) by the SMP to (a) any Person who is a member (a “Member”"MEMBER") of the SMP immediately prior to such transfer, (b) a Family Member of a Member, (c) a Controlled Entity of a Member, (c) any Person with respect to whom the Member constitutes a Controlled Entity, (d) upon the death of a Member, by will or by the laws of descent and distribution to any Qualified Transferee, and (ii) by any other Person to (a) a Family Member of a such Person, (b) a Controlled Entity of such Person, (c) any other Person with respect to whom such Person constitutes a Controlled Entity, (d) upon the death of such Person, by will or by the laws of descent and distribution to any Qualified Transferee, VOTING RIGHTS. Each Holder of Class III High Performance Partnership Units shall have the same voting and approval rights as a Holder of an equal number of Partnership Common Units.

Restrictions on Ownership and Transfer. The restrictions on Transfer set forth in Sections 11.1.B and 11.3.A of the Agreement shall not apply to Transfers of Class VIII VI High Performance Partnership Units. Prior to the Class VIII VI High Performance Valuation Date, the Class VIII VI High Performance Partnership Units shall be owned and held solely by SMP 20082006, L.L.C., a Delaware limited liability company (the “"SMP”"). On or after the Class VIII VI High Performance Valuation Date, the Class VIII VI High Performance Partnership Units may be Transferred (i) by the SMP to (a) any Person who is a member (a “"Member”") of the SMP immediately prior to such transfer, (b) a Family Member of a Member, (c) a Controlled Entity of a Member, (c) any Person with respect to whom the Member constitutes a Controlled Entity, (d) upon the death of a Member, by will or by the laws of descent and distribution to any Qualified Transferee, and (ii) by any other Person to (a) a Family Member of a such Person, (b) a Controlled Entity of such Person, (c) any other Person with respect to whom such Person constitutes a Controlled Entity, (d) upon the death of such Person, by will or by the laws of descent and distribution to any Qualified Transferee.

Restrictions on Ownership and Transfer. The restrictions on Transfer set forth in Sections 11.1.B and 11.3.A of the Agreement shall not apply to Transfers of Class VIII VII High Performance Partnership Units. Prior to the Class VIII VII High Performance Valuation Date, the Class VIII VII High Performance Partnership Units shall be owned and held solely by SMP 20082007, L.L.C., a Delaware limited liability company (the “"SMP”"). On or after the Class VIII VII High Performance Valuation Date, the Class VIII VII High Performance Partnership Units may be Transferred (i) by the SMP to (a) any Person who is a member (a “"Member”") of the SMP immediately prior to such transfer, (b) a Family Member of a Member, (c) a Controlled Entity of a Member, (c) any Person with respect to whom the Member constitutes a Controlled Entity, (d) upon the death of a Member, by will or by the laws of descent and distribution to any Qualified Transferee, and (ii) by any other Person to (a) a Family Member of a such Person, (b) a Controlled Entity of such Person, (c) any other Person with respect to whom such Person constitutes a Controlled Entity, (d) upon the death of such Person, by will or by the laws of descent and distribution to any Qualified Transferee.

Restrictions on Ownership and Transfer. The restrictions on Transfer set forth in Sections 11.1.B and 11.3.A of the Agreement shall not apply to Transfers of Class VIII V High Performance Partnership Units. Prior to the Class VIII V High Performance Valuation Date, the Class VIII V High Performance Partnership Units shall be owned and held solely by SMP 20082005, L.L.C., a Delaware limited liability company (the “"SMP”"). On or after the Class VIII V High Performance Valuation Date, the Class VIII V High Performance Partnership Units may be Transferred (i) by the SMP to (a) any Person who is a member (a “Member”"MEMBER") of the SMP immediately prior to such transfer, (b) a Family Member of a Member, (c) a Controlled Entity of a Member, (c) any Person with respect to whom the Member constitutes a Controlled Entity, (d) upon the death of a Member, by will or by the laws of descent and distribution to any Qualified Transferee, and (ii) by any other Person to (a) a Family Member of a such Person, (b) a Controlled Entity of such Person, (c) any other Person with respect to whom such Person constitutes a Controlled Entity, (d) upon the death of such Person, by will or by the laws of descent and distribution to any Qualified Transferee.