Transfer to Charitable Trust. If, notwithstanding the other provisions contained in this Agreement, there is a purported transfer or any other event that would cause (i) any Existing Non-U.S. Holder to increase its direct or indirect ownership of Limited Partnership Interests above such Existing Non-U.S. Holder’s aggregate direct and indirect ownership of Limited Partnership Interests immediately before such transfer or other event or (ii) any Non-U.S. Person, other than an Existing Non-U.S. Holder, to directly or indirectly own any Limited Partnership Interests, then the Limited Partnership Interests (or, in the case of subsection (i) above, only the amount of the Limited Partnership Interests that reflects the increase in direct or indirect ownership by any Non-U.S. Person as a result of the transfer or other event) owned or purported to be owned, directly or indirectly, by the purported transferee or resulting holder automatically shall be transferred to a Charitable Trust for the exclusive benefit of one or more Beneficiaries. Such transfer to a Charitable Trust shall be effective as of the close of business on the business day prior to the date of the purported transfer or any other event, and such purported transferee or resulting holder (and if different, the direct or indirect owner of the Limited Partnership Interests) shall acquire no rights in such Limited Partnership Interests. The phrase “directly or indirectly,” when used in this Section 11.8, shall have the same meaning as the phrase “directly or indirectly” as used in Section 897(h)(4)(B) of the Code. The General Partner, in its sole and absolute discretion, may waive the application of this Section 11.8.A with respect to a transfer or any other event and may grant such waiver prior to or following any such application as determined by the General Partner in such manner and on such terms as the General Partner may determine in its sole and absolute discretion. The foregoing provisions of this Section 11.8.A. shall not apply to any Partnership Interests held or acquired by the General Partner.
Transfer to Charitable Trust. 13 5.4. Other Permitted Transfers...................................... 14 5.5. Lock-Ups....................................................... 14 5.6. Period......................................................... 14
Transfer to Charitable Trust. Any holder of Management Shares may Transfer any or all of his Management Shares to a charitable trust; provided, however, that no such Transfer shall be effective until the trustees of such trust have delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Management Shares to be received by such trust are subject to all the provisions of this Agreement and that the trustees and the trust are bound hereby and a party hereto as a holder of Management Shares. Omega Holdings, Inc. Stockholders Agreement --------------------------------------------------------------------------------
