Page:United States Statutes at Large Volume 100 Part 1.djvu/315

 PUBLIC LAW 99-272—APR. 7, 1986

100 STAT. 279

(3) The term "interest in real property" includes, directly or indirectly, the following: (A) the ownership or co-ownership of land or improvements thereon; (B) any mortgage (including an interest in or co-ownership of any mortgage, leasehold mortgage, pool of mortgages, deed of trust, or similar instrument) on land or improvements thereon, (C) any leasehold of land or improvements thereon; and (D) any option to acquire any of the foregoing, but does not include any mineral, oil, or gas royalty interest. (4) Whether the economic rights of ownership with respect to a security are "freely transferable" shall be determined based upon all the facts and circumstances, but ordinarily none of the following, alone or in any combination, shall cause the economic rights of ownership to be considered not freely transferable— (A) any requirement that not less than a minimum number of shares or units of such security be transferred or assigned by any investor: Provided, That such requirement does not prevent transfer of all of the then remaining shares or units held by an investor; (B) any prohibition against transfer or assignment of such security or rights in respect thereof to an ineligible or unsuitable investor; (C) any restriction on or prohibition against any transfer or assignment which would either result in a termination or reclassification of the entity for Federal or State tax purposes or which would violate any State or Federal statute, regulation, court order, judicial decree, or rule of law; (D) any requirement that reasonable transfer or administrative fees be paid in connection with a transfer or assignment; (E) any requirement that advance notice of a transfer or assignment be given to the entity and any requirement regarding execution of documentation evidencing such transfer or assignment (including documentation setting forth representations from either or both of the transferor or transferee as to compliance with any restriction or requirement described in this section or requiring compliance with the entity's governing instruments); (F) any restriction on substitution of an assignee as a limited partner of a partnership, including a general partner consent requirement: Provided, That the economic benefits of ownership of the assignor may be transferred or assigned without regard to such restriction or consent (other than compliance with any other restriction described in this section); (G) any administrative procedure which establishes an effective date, or an event such as the completion of the offering, prior to which a transfer or assignment will not be effective; and (H) any limitation or restriction on transfer or assignment which is not created or imposed by the issuer or any person acting for or on behalf of such issuer, (c) No EFFECT ON SECRETARY'S AUTHORITY OTHER THAN AS PRO- Regulations. viDED.—Except as provided in subsection (a), nothing in this section shall limit the authority of the Secretary of Labor to issue regula-

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