Restrictions on Transfer Clause Example with 12 Variations from Business Contracts
This page contains Restrictions on Transfer clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Restrictions on Transfer. (i) Except as otherwise permitted by the Committee, none of the Award LTIP Units granted hereunder nor any of the common units of the Partnership into which such Award LTIP Units may be converted (the "Award Common Units") shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law (each such action a "Transfer") and right to Redemption (as defined in the Partnership Agreement) may not be ex...ercised until such Award LTIP Units have vested pursuant to Section 2 hereof; provided, however, that Award LTIP Units may be Transferred prior to such date in accordance with Section 6.5 of the Plan, so long as the Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the Partnership Agreement and that subsequent Transfers shall be prohibited except those in accordance with this Section 6. (ii) The right to Redemption may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise thereof, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Notwithstanding the foregoing, without the consent of the General Partner, the right to Redemption shall not be exercisable with respect to any Award Common Units until two (2) years after the Grant Effective Date; provided however, that the foregoing restriction shall not apply (i) if the right of Redemption is exercised in connection with a Change of Control or (ii) in connection with an LTIP Unit Forced Conversion in connection with a Capital Transaction as described in the Partnership Agreement. (iii) Additionally, all Transfers of Award LTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units or Award Common Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). 2 (iv) Any attempted Transfer of Award LTIP Units or Award Common Units not in accordance with the terms and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units or Award Common Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common Units. (v) This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.View More
Variations of a "Restrictions on Transfer" Clause from Business Contracts
Restrictions on Transfer. (i) (a) Except as otherwise permitted by the Committee, Committee in its sole discretion, none of the Award Unvested LTIP Units, Vested LTIP Units granted hereunder nor any of the common units of the Partnership or Units into which such Award Vested LTIP Units may be have been converted (the "Award Common Units") shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law (each such action a..."Transfer") and right to Redemption (as defined in the Partnership Agreement) may not be exercised until such Award "Transfer"); provided that Unvested LTIP Units have vested pursuant to Section 2 hereof; provided, however, that Award and Vested LTIP Units may be Transferred prior to such date in accordance with Section 6.5 of the Plan, so long as Participant's Family Members (as defined below) by gift, bequest or domestic relations order; and provided further that the Transferee transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the Partnership Agreement and that subsequent Transfers transfers shall be prohibited 4 except those in accordance with this Section 6. (ii) The right to Redemption may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise thereof, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Notwithstanding the foregoing, without the consent of the General Partner, the right to Redemption shall not be exercisable with respect to any Award Common Units until two (2) years after the Grant Effective Date; provided however, that the foregoing restriction shall not apply (i) if the right of Redemption is exercised in connection with a Change of Control or (ii) in connection with an LTIP Unit Forced Conversion in connection with a Capital Transaction as described in the Partnership Agreement. (iii) 7. Additionally, all such Transfers of Award LTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units or Award Common Units, such Transfer, the Partnership may require the Grantee Participant to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). 2 (iv) Any attempted Transfer of Award LTIP Units or Award Common Units not in accordance with the terms and conditions of this Section 6 7 shall be null and void, and neither the Partnership nor the Company shall not reflect on its records any change in record ownership of any Award Unvested LTIP Units or Award Common Vested LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common Units. (v) This Transfer. Except as provided in this Section 7, this Agreement is personal to the Grantee, Participant, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. (b) For purposes of this Agreement, "Family Member" of a Participant, means the Participant's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any Person sharing the Participant's household (other than a tenant of the Participant), a trust in which one or more of these Persons (or the Participant) own more than fifty percent (50%) of the beneficial interests, and a partnership or limited liability company in which one or more of these Persons (or the Participant) own more than fifty percent (50%) of the voting interests. View More
Restrictions on Transfer. (i) (a) Except as otherwise permitted by the Committee, Committee in its sole discretion, none of the Award Unvested LTIP Units, Vested LTIP Units granted hereunder nor any of the common units of the Partnership or Units into which such Award Vested LTIP Units may be have been converted (the "Award Common Units") shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law (each such action a..."Transfer") and right to Redemption (as defined in the Partnership Agreement) may not be exercised until such Award "Transfer"); provided that Unvested LTIP Units have vested pursuant to Section 2 hereof; provided, however, that Award and Vested LTIP Units may be Transferred prior to such date in accordance with Section 6.5 of the Plan, so long as Participant's Family Members (as defined below) by gift, bequest or domestic relations order; and provided further that the Transferee transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the Partnership Agreement and that subsequent Transfers transfers shall be prohibited except those in accordance with this Section 6. (ii) The right to Redemption may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise thereof, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Notwithstanding the foregoing, without the consent of the General Partner, the right to Redemption shall not be exercisable with respect to any Award Common Units until two (2) years after the Grant Effective Date; provided however, that the foregoing restriction shall not apply (i) if the right of Redemption is exercised in connection with a Change of Control or (ii) in connection with an LTIP Unit Forced Conversion in connection with a Capital Transaction as described in the Partnership Agreement. (iii) 7. Additionally, all such Transfers of Award LTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units or Award Common Units, such Transfer, the Partnership may require the Grantee Participant to provide an opinion of counsel, reasonably satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). 2 (iv) Any attempted Transfer of Award LTIP Units or Award Common Units not in accordance with the terms and conditions of this Section 6 7 shall be null and void, and neither the Partnership nor the Company shall not reflect on its records any change in record ownership of any Award Unvested LTIP Units or Award Common Vested LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common Units. (v) This Transfer. Except as provided in this Section 7, this Agreement is personal to the Grantee, Participant, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. (b) For purposes of this Agreement, "Family Member" of a Participant, means the Participant's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any Person sharing the Participant's household (other than a tenant of the Participant), a trust in which one or more of these Persons (or the Participant) own more than fifty percent (50%) of the beneficial interests, and a partnership or limited liability company in which one or more of these Persons (or the Participant) own more than fifty percent (50%) of the voting interests. View More
Restrictions on Transfer. (i) (a) Except as otherwise permitted by the Committee, Committee in its sole discretion, none of the Award LTIP Units, Earned LTIP Units, Vested LTIP Units granted hereunder nor any of the common units of the or Partnership Units into which such Award Vested LTIP Units may be have been converted (the "Award Common Units") shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law (each suc...h action a "Transfer") and right to Redemption (as defined in the Partnership Agreement) may not be exercised until such Award "Transfer"); provided that Earned LTIP Units have vested pursuant to Section 2 hereof; provided, however, that Award and Vested LTIP Units may be Transferred prior to such date in accordance with Section 6.5 of the Plan, so long as Grantee's Family Members (as defined below) by gift, bequest or domestic relations order; and provided further that the Transferee transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the 11 Partnership Agreement and that subsequent Transfers transfers shall be prohibited except those in accordance with this Section 6. (ii) The right to Redemption may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise thereof, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Notwithstanding the foregoing, without the consent of the General Partner, the right to Redemption shall not be exercisable with respect to any Award Common Units until two (2) years after the Grant Effective Date; provided however, that the foregoing restriction shall not apply (i) if the right of Redemption is exercised in connection with a Change of Control or (ii) in connection with an LTIP Unit Forced Conversion in connection with a Capital Transaction as described in the Partnership Agreement. (iii) 7. Additionally, all such Transfers of Award LTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units or Award Common Units, such Transfer, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). 2 (iv) Any attempted Transfer of Award LTIP Units or Award Common Units not in accordance with the terms and conditions of this Section 6 7 shall be null and void, and neither the Partnership nor the Company shall not reflect on its records any change in record ownership of any Award Earned LTIP Units or Award Common Vested LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common Units. (v) This Transfer. Except as provided in this Section 7, this Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. (b) For purposes of this Agreement, "Family Member" of a Grantee, means the Grantee's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Grantee's household (other than a tenant of the Grantee), a trust in which one or more of these persons (or the Grantee) own more than 50 percent of the beneficial interests, and a partnership or limited liability company in which one or more of these persons (or the Grantee) own more than 50 percent of the voting interests. View More
Restrictions on Transfer. (i) (a) Except as otherwise permitted by the Committee, Committee in its sole discretion, none of the Award LTIP Units, Earned LTIP Units, Vested LTIP Units granted hereunder nor any of the common units of the or Partnership Units into which such Award Vested LTIP Units may be have been converted (the "Award Common Units") shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law (each suc...h action a "Transfer") and right to Redemption (as defined in the Partnership Agreement) may not be exercised until such Award "Transfer"); provided that Earned LTIP Units have vested pursuant to Section 2 hereof; provided, however, that Award and Vested LTIP Units may be Transferred prior to such date in accordance with Section 6.5 of the Plan, so long as Grantee's Family Members (as defined below) by gift, bequest or domestic relations order; and provided further that the Transferee transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the Partnership Agreement and that subsequent Transfers transfers shall be prohibited except those in accordance with this Section 6. (ii) The right to Redemption may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise thereof, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Notwithstanding the foregoing, without the consent of the General Partner, the right to Redemption shall not be exercisable with respect to any Award Common Units until two (2) years after the Grant Effective Date; provided however, that the foregoing restriction shall not apply (i) if the right of Redemption is exercised in connection with a Change of Control or (ii) in connection with an LTIP Unit Forced Conversion in connection with a Capital Transaction as described in the Partnership Agreement. (iii) 7. Additionally, all such Transfers of Award LTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units or Award Common Units, such Transfer, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, Partnership that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). 2 (iv) Any attempted Transfer of Award LTIP Units or Award Common Units not in accordance with the terms and conditions of this Section 6 7 shall be null and void, and neither the Partnership nor the Company shall not reflect on its records any 11 change in record ownership of any Award Earned LTIP Units or Award Common Vested LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common Units. (v) This Transfer. Except as provided in this Section 7, this Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. (b) For purposes of this Agreement, "Family Member" of a Grantee, means the Grantee's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Grantee's household (other than a tenant of the Grantee), a trust in which one or more of these persons (or the Grantee) own more than 50 percent of the beneficial interests, and a partnership or limited liability company in which one or more of these persons (or the Grantee) own more than 50 percent of the voting interests. View More
Restrictions on Transfer. (i) (a) Except as otherwise permitted by the Committee, Committee in its sole discretion, none of the Award LTIP Units, Earned LTIP Units, Vested LTIP Units granted hereunder nor any of the common units of the or Partnership Units into which such Award Vested LTIP Units may be have been converted (the "Award Common Units") shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law (each suc...h action a "Transfer") and right to Redemption (as defined in the Partnership Agreement) may not be exercised until such Award "Transfer"); provided that Earned LTIP Units have vested pursuant to Section 2 hereof; provided, however, that Award and Vested LTIP Units may be Transferred prior to such date in accordance with Section 6.5 of the Plan, so long as Grantee's Family Members (as defined below) by gift, bequest or domestic relations order; and provided further that the Transferee transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the Partnership Agreement and that subsequent Transfers transfers shall be prohibited except those in accordance with this Section 6. (ii) The right to Redemption may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise thereof, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Notwithstanding the foregoing, without the consent of the General Partner, the right to Redemption shall not be exercisable with respect to any Award Common Units until two (2) years after the Grant Effective Date; provided however, that the foregoing restriction shall not apply (i) if the right of Redemption is exercised in connection with a Change of Control or (ii) in connection with an LTIP Unit Forced Conversion in connection with a Capital Transaction as described in the Partnership Agreement. (iii) 7. Additionally, all such Transfers of Award LTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units or Award Common Units, such Transfer, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). 2 (iv) Any attempted Transfer of Award LTIP Units or Award Common Units not in accordance with the terms and conditions of this Section 6 7 shall be null and void, and neither the Partnership nor the Company shall not reflect on its records any change in record ownership of any Award Earned LTIP Units or Award Common Vested LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common Units. (v) This Transfer. Except as provided in this Section 7, this 11 Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. (b) For purposes of this Agreement, "Family Member" of a Grantee, means the Grantee's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Grantee's household (other than a tenant of the Grantee), a trust in which one or more of these persons (or the Grantee) own more than 50 percent of the beneficial interests, and a partnership or limited liability company in which one or more of these persons (or the Grantee) own more than 50 percent of the voting interests. View More
Restrictions on Transfer. (i) (a) Except as otherwise permitted by the Committee, Committee. in its sole and absolute discretion, none of the Award LTIP Units, Earned LTIP Units, Vested LTIP Units granted hereunder nor any of the common units of the or Partnership Units into which such Award Vested LTIP Units may be have been converted (the "Award Common Units") shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of... law (each such action a "Transfer") and right to Redemption (as defined in the Partnership Agreement) may not be exercised until such Award "Transfer"); provided that Earned LTIP Units have vested pursuant to Section 2 hereof; provided, however, that Award and Vested LTIP Units may be Transferred prior to such date in accordance with Section 6.5 of the Plan, so long as Grantee's Family Members (as defined below) by gift, bequest or domestic relations order; and provided further that the Transferee transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the Partnership Agreement and that subsequent Transfers transfers shall be prohibited except those in accordance with this Section 6. (ii) The right to Redemption may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise thereof, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Notwithstanding the foregoing, without the consent of the General Partner, the right to Redemption shall not be exercisable with respect to any Award Common Units until two (2) years after the Grant Effective Date; provided however, that the foregoing restriction shall not apply (i) if the right of Redemption is exercised in connection with a Change of Control or (ii) in connection with an LTIP Unit Forced Conversion in connection with a Capital Transaction as described in the Partnership Agreement. (iii) 7. Additionally, all such Transfers of Award LTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units or Award Common Units, such Transfer, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, Partnership that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). 2 (iv) Any attempted Transfer of Award LTIP Units or Award Common Units not in accordance with the terms and conditions of this Section 6 7 shall be null and void, and neither the Partnership nor the Company shall not reflect on its records any change in record ownership of any Award Earned LTIP Units or Award Common Vested LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common Units. (v) This Transfer. Except as provided in this Section 7, this Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. (b) For purposes of this Agreement, "Family Member" of a Grantee, means the Grantee's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Grantee's household (other than a tenant of the Grantee), a trust in which one or more of these persons (or the Grantee) own more than 50 percent of the beneficial interests, and a partnership or limited liability company in which one or more of these persons (or the Grantee) own more than 50 percent of the voting interests. View More
Restrictions on Transfer. (i) Except as otherwise permitted by the Committee, Committee in its sole discretion, none of the Award LTIP Units granted hereunder nor any of the common units OP Units of the Partnership into which such Award LTIP Units may be converted (the "Award Common OP Units") shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law (each such action a "Transfer") and right to Redemption (as defin...ed "Transfer"). The transferee in the Partnership Agreement) may not be exercised until such any Transfers of Award LTIP Units have vested pursuant to Section 2 hereof; provided, however, that or Award LTIP OP Units may be Transferred prior to such date in accordance with Section 6.5 of permitted by the Plan, so long as the Transferee agrees Committee must agree in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the Partnership Agreement and that subsequent Transfers transfers shall be prohibited except those in accordance with this Section 6. (ii) The right to Redemption may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise thereof, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Notwithstanding the foregoing, without the consent of the General Partner, the right to Redemption shall not be exercisable with respect to any Award Common Units until two (2) years after the Grant Effective Date; provided however, that the foregoing restriction shall not apply (i) if the right of Redemption is exercised in connection with a Change of Control or (ii) in connection with an LTIP Unit Forced Conversion in connection with a Capital Transaction as described in the Partnership Agreement. (iii) 7. Additionally, all Transfers of Award LTIP Units or Award Common OP Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units or Award Common OP Units, the Partnership may require the Grantee Advisor to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). 2 (iv) Any attempted Transfer of Award LTIP Units or Award Common OP Units not in accordance with the terms and conditions of this Section 6 7 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units or Award Common OP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common OP Units. (v) This Except as provided in this Section 7, this Agreement is personal to the Grantee, Advisor, is non-assignable and is not transferable in any manner, by operation of law or otherwise, otherwise. 12 8. Changes in Capital Structure. If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company or other transaction similar thereto, (ii) any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, significant repurchases of stock, or other similar change in the capital stock of the Company, (iii) any cash dividend or other distribution to holders of share of Common Stock or OP Units shall be declared and paid other than in the ordinary course, or (iv) any other extraordinary corporate event shall occur that in each case in the good faith judgment of the Committee necessitates action by will way of equitable or proportionate adjustment in the terms of this Agreement or the laws Award LTIP Units to avoid distortion in the value of descent this Award, the Committee shall make equitable or proportionate adjustment and distribution. take such other action as it deems necessary to maintain the Advisor's rights hereunder so that they are substantially proportionate to the rights existing under this Award and the terms of the Award LTIP Units prior to such event, including, without limitation: (A) interpretations of or modifications to any defined term in this Agreement; (B) adjustments in any calculations provided for in this Agreement, and (C) substitution of other awards. All adjustments made by the Committee shall be final, binding and conclusive. View More
Restrictions on Transfer. (i) Except as otherwise permitted by the Committee, Committee or the Board in its sole discretion, none of the Award LTIP Units granted hereunder nor any of the common units Common Units of the Partnership into which such Award LTIP Units may be converted (the "Award Common Units") shall be sold, assigned, transferred, pledged, hypothecated, given away hypothecated or in any other manner otherwise disposed of, of or encumbered, whether encumbered (whether voluntarily or involuntarily or by opera...tion of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a "Transfer") and right "Transfer"), or redeemed in accordance with the Partnership Agreement (a) prior to Redemption (as defined vesting (or, in the case of LTIP Units that vest as a result of a Qualified Termination pursuant to Section 5, prior to the date they would otherwise have vested), (b) for a period of two (2) years beginning on the Effective Date other than in connection with a Change of Control, and (c) unless such Transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended (the "Securities Act")), and such Transfer is in accordance with the applicable terms and conditions of the Partnership Agreement) may not be exercised until such Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee or the Board, unvested Award LTIP Units that have vested pursuant to Section 2 hereof; provided, however, that Award LTIP Units been held for a period of at least two (2) years may be Transferred prior to such date in accordance with Section 6.5 (i) the spouse, children or grandchildren of the Plan, so long as Grantee ("Immediate Family Members"), (ii) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (iii) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (iv) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the Partnership Agreement and that subsequent Transfers transfers of unvested Award LTIP Units shall be prohibited except those in accordance with this Section 6. (ii) The right to Redemption may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise thereof, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Notwithstanding the foregoing, without the consent of the General Partner, the right to Redemption shall not be exercisable with respect to any Award Common Units until two (2) years after the Grant Effective Date; provided however, that the foregoing restriction shall not apply (i) if the right of Redemption is exercised in connection with a Change of Control or (ii) in connection with an LTIP Unit Forced Conversion in connection with a Capital Transaction as described in the Partnership Agreement. (iii) Additionally, all Transfers of Award LTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. 8. In connection with any Transfer of Award LTIP Units or Award Common Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). 2 (iv) Any attempted Transfer of Award LTIP Units or Award Common Units not in accordance with the terms and conditions of this Section 6 8 shall be null and void, and the Partnership 9 shall not reflect on its records any change in record ownership of any Award LTIP Units or Award Common Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common Units. (v) This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. View More
Restrictions on Transfer. (i) Except as otherwise permitted by the Committee, Committee or the Board in its sole discretion, none of the Award LTIP Units granted hereunder nor any of the common units Common Units of the Partnership into which such Award LTIP Units may be converted (the "Award Common Units") shall be sold, assigned, transferred, pledged, hypothecated, given away hypothecated or in any other manner otherwise disposed of, of or encumbered, whether encumbered (whether voluntarily or involuntarily or by opera...tion of law judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a "Transfer") and right "Transfer"), or redeemed in accordance with the Partnership Agreement (a) prior to Redemption (as defined vesting (or, in the case of LTIP Units that vest as a result of a Qualified Termination pursuant to Section 5, prior to the date they would otherwise have vested), (b) for a period of two (2) years beginning on the Effective Date other than in connection with a Change of Control, and (c) unless such Transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended (the "Securities Act")), and such Transfer is in accordance with the applicable terms and conditions of the Partnership Agreement) may not be exercised until such Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee or the Board, unvested Award LTIP Units that have vested pursuant to Section 2 hereof; provided, however, that Award LTIP Units been held for a period of at least two (2) years may be Transferred prior to such date in accordance with Section 6.5 (i) the spouse, children or grandchildren of the Plan, so long as Grantee ("Immediate Family Members"), (ii) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (iii) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (iv) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the Transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the Partnership Agreement and that subsequent Transfers transfers of unvested Award LTIP Units shall be prohibited except those in accordance with this Section 6. (ii) The right to Redemption may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise thereof, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Notwithstanding the foregoing, without the consent of the General Partner, the right to Redemption shall not be exercisable with respect to any Award Common Units until two (2) years after the Grant Effective Date; provided however, that the foregoing restriction shall not apply (i) if the right of Redemption is exercised in connection with a Change of Control or (ii) in connection with an LTIP Unit Forced Conversion in connection with a Capital Transaction as described in the Partnership Agreement. (iii) Additionally, all Transfers of Award LTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. 8. In connection with any Transfer of Award LTIP Units or Award Common Units, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). 2 (iv) Any attempted Transfer of Award LTIP Units or Award Common Units not in accordance with the terms and conditions of this Section 6 8 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units or Award Common Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common Units. (v) This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. Similar adjustments may be made in the event of any such transaction or event involving the capital structure of the Partnership. View More
Restrictions on Transfer. (i) Except as otherwise permitted by the Committee, Committee in its sole discretion, none of the Award LTIP Units granted hereunder nor any of the common units OP Units of the Partnership into which such Award LTIP Units may be converted (the "Award Common OP Units") shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law (each such action a "Transfer") and right to Redemption (as defin...ed "Transfer"). The transferee in the Partnership Agreement) may not be exercised until such any Transfers of Award LTIP Units have vested pursuant to Section 2 hereof; provided, however, that or Award LTIP OP Units may be Transferred prior to such date in accordance with Section 6.5 of permitted by the Plan, so long as the Transferee agrees Committee must agree in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the Partnership Agreement and that subsequent Transfers transfers shall be prohibited except those in accordance with this Section 6. (ii) The right to Redemption may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise thereof, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Notwithstanding the foregoing, without the consent of the General Partner, the right to Redemption shall not be exercisable with respect to any Award Common Units until two (2) years after the Grant Effective Date; provided however, that the foregoing restriction shall not apply (i) if the right of Redemption is exercised in connection with a Change of Control or (ii) in connection with an LTIP Unit Forced Conversion in connection with a Capital Transaction as described in the Partnership Agreement. (iii) 7. Additionally, all Transfers of Award LTIP Units or Award Common OP Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award LTIP Units or Award Common OP Units, the Partnership may require the Grantee Advisor to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). 2 (iv) Any attempted Transfer of Award LTIP Units or Award Common OP Units not in accordance with the terms and conditions of this Section 6 7 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units or Award Common OP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common OP Units. (v) This Except as provided in this Section 7, this Agreement is personal to the Grantee, Advisor, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. otherwise. View More
