dissenting limited partner

(9) (A) The rules of the exchange prohibit the listing of any security issued in a limited partnership rollup transaction (as such term is defined in paragraphs (4) and (5) of section 78n(h) of this title ), unless such transaction was conducted in accordance with procedures designed to protect the rights of limited partners, including— (i) the right of dissenting limited partners to one of the following: (I) an appraisal and compensation; (II) retention of a security under substantially the same terms and conditions as the original issue; (III) approval of the limited partnership rollup transaction by not less than 75 percent of the outstanding securities of each of the participating limited partnerships; (IV) the use of a committee of limited partners that is independent, as determined in accordance with rules prescribed by the exchange, of the general partner or sponsor, that has been approved by a majority of the outstanding units of each of the participating limited partnerships, and that has such authority as is necessary to protect the interest of limited partners, including the authority to hire independent advisors, to negotiate with the general partner or sponsor on behalf of the limited partners, and to make a recommendation to the limited partners with respect to the proposed transaction; or (V) other comparable rights that are prescribed by rule by the exchange and that are designed to protect dissenting limited partners; (ii) the right not to have their voting power unfairly reduced or abridged; (iii) the right not to bear an unfair portion of the costs of a proposed limited partnership rollup transaction that is rejected; and (iv) restrictions on the conversion of contingent interests or fees into non-contingent interests or fees and restrictions on the receipt of a non-contingent equity interest in exchange for fees for services which have not yet been provided. (B) As used in this paragraph, the term “dissenting limited partner” means a person who, on the date on which soliciting material is mailed to investors, is a holder of a beneficial interest in a limited partnership that is the subject of a limited partnership rollup transaction, and who casts a vote against the transaction and complies with procedures established by the exchange, except that for purposes of an exchange or tender offer, such person shall file an objection in writing under the rules of the exchange during the period during which the offer is outstanding.


15 USC § 78f(b)(9)

Scoping language

As used in this paragraph
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