Certain Transfers Permitted. Notwithstanding the foregoing provisions of this Section 3, the Restricted Stock Unit Award may be Transferred (i) in the event of the Grantee’s death, by will or the laws of descent and distribution or by a written beneficiary designation accepted by the Company, (ii) by operation of law in connection with a merger, consolidation, recapitalization, reclassification or exchange of Shares, reorganization or similar transaction involving the Company and affecting the Shares generally or (iii) with the approval of the Committee, to a member of Grantee’s family, or a trust primarily for the benefit of Grantee and/or one or more members of Grantee’s family, or to a corporation, partnership or other entity primarily for the benefit of Grantee and/or one or more such family members and/or trusts or (iv) with the approval of the Committee, in another estate or personal financial planning transaction; provided, however, that in any such case the Restricted Stock Unit Award so Transferred and, upon issuance of Unit Shares in settlement thereof, the Unit Shares issued to the Transferee shall remain subject in the hands of the Transferee to the restrictions on Transfer provided hereby and all other terms hereof, including the terms of subsection 2(c) above. The foregoing notwithstanding, if RSUs constitute deferrals of compensation for purposes of Code Section 409A, RSUs and any related right of Grantee shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Grantee or his or her beneficiary, except as permitted under Code Section 409A and regulations and guidance thereunder.
Certain Transfers Permitted. Notwithstanding the foregoing provisions of this Section 3, this option may be Transferred (i) in the event of the Optionee’s death, by will or the laws of descent and distribution or by a written beneficiary designation accepted by the Company, (ii) by operation of law in connection with a merger, consolidation, recapitalization, reclassification or exchange of Shares, reorganization or similar transaction involving the Company and affecting the Shares generally or (iii) with the approval of the Committee, to a member of Optionee’s family, or a trust primarily for the benefit of Optionee and/or one or more members of Optionee’s family, or to a corporation, partnership or other entity primarily for the benefit of Optionee and/or one or more such family members and/or trusts or (iv) with the approval of the Committee, in another estate or personal financial planning transaction; provided, however, that in any such case the option so Transferred shall remain subject in the hands of the Transferee to the restrictions on Transfer provided hereby and all other terms hereof, including the terms of subsection 2(c) above.
Certain Transfers Permitted. Notwithstanding the foregoing provisions of this Section 3, this option may be Transferred (i) in the event of the Grantee's death, by the laws of descent or distribution, (ii) by operation of law in connection with a merger, consolidation, recapitalization, reclassification or exchange of shares, reorganization or similar transaction involving the Company affecting the Shares generally or (iii) with the approval of the Committee, to a member of Grantee's family, or a trust primarily for the benefit thereof, or to a corporation, partnership or other entity primarily for the benefit of such a family member or trust or in another estate planning transaction; provided, however, that the option so Transferred shall remain subject in the hands of the Transferee to the restrictions on Transfer provided hereby.
Certain Transfers Permitted. Notwithstanding Section 8.1.1 and subject in all events to compliance with Sections 8.2, 8.3, 8.4, 8.7, and 8.8, a Partner may Transfer all of its Interest as or allow the Transfer of ownership interests in such Partner, as follows, subject in each case to the provisions of the Senior Loan Documents that are applicable from time to time:
(a) the Interest of TRT LLC may be sold, assigned or transferred in its entirety, directly or indirectly, (i) to Dividend Capital Total Realty Trust, (ii) to any Entity which may result from a reorganization, merger, consolidation or business combination by or with Dividend Capital Total Realty Trust or Dividend Capital Total Realty Operating Partnership LP (“DCTROP”), regardless of whether Dividend Capital Total Realty Trust or DCTROP is the surviving Entity, or to any Entity to which Dividend Capital Total Realty Trust or DCTROP is selling all or substantially all of its assets or (iii) to any Subsidiary of any permitted transferee under clause (i) or (ii) above;
(b) the Interest of DCT LLC may be sold, assigned or transferred in its entirety, directly or indirectly, (i) to DCT, (ii) to any Entity which may result from a reorganization, merger, consolidation or business combination by or with DCT or Dividend Capital Operating Partnership, L.P (“DCOP”), regardless of whether DCOP or DCT is the surviving Entity, or to any Entity to which DCOP or DCT and its Affiliates are selling all or substantially all of their assets (iii) to any Subsidiary of any permitted transferee under clause (i) or (ii) above;
(c) shares of DCT or Dividend Capital Total Realty Trust may be issued or sold to any investor and may be transferred and assigned, directly or indirectly, from one investor to another investor; and
(d) limited partnership interests in DCOP or DCTROP may be issued or sold to any investor and may be transferred and assigned, directly or indirectly, from one investor to another investor so long as DCOP or DCTROP continues to be controlled by DCT or Dividend Capital Total Realty Trust; In addition, DCT LLC agrees to reasonably consider and grant approval to any TRT LLC request to effect a Transfer of TRT LLC’s Interest to one or more funds primarily for accredited investors sponsored by Dividend Capital Total Realty Trust or an Entity controlled by Dividend Capital Total Realty Trust or by senior management of Dividend Capital Total Realty Trust or principals or senior management of its advisor.
Certain Transfers Permitted. Notwithstanding the foregoing provisions of this Section 3, the Restricted Stock Unit Award may be Transferred (i) in the event of the Grantee’s death, by will or the laws of descent and distribution or by a written beneficiary designation accepted by the Company, (ii) by operation of law in connection with a merger, consolidation, recapitalization, reclassification or exchange of Shares, reorganization or similar transaction involving the Company and affecting the Shares generally or (iii) with the approval of the Committee, to a member of Grantee’s family, or a trust primarily for the benefit of Grantee and/or one or more members of Grantee’s family, or to a corporation, partnership or other entity primarily for the benefit of Grantee and/or one or more such family members and/or trusts or (iv) with the approval of the Committee, in another estate or personal financial planning transaction; provided, however, that in any such case the Restricted Stock Unit Award so Transferred and, upon issuance of Unit Shares in settlement thereof, the Unit Shares issued to the Transferee shall remain subject in the hands of the Transferee to the restrictions on Transfer provided hereby and all other terms hereof, including the terms of subsection 2(c) above.
Certain Transfers Permitted. Notwithstanding Section 8.1.1 and subject in all events to Section 8.2, each Member may allow the Transfer of ownership interests in such Member or in the partners, members or shareholders thereof, as follows, subject in each case to the provisions of the Loan Documents and any franchise Agreement related to the Property that are applicable from time to time:
(a) in the case of the TWC Member, any Transfer of direct or indirect ownership interests in the TWC Member, if (i) such Transfer is (x) for estate planning purposes, including the events that implement the estate plan, or (y) among the holders of direct or indirect interests in the TWC Member as of the date hereof, and (ii) following such Transfer, at least one of the TWC Principals continue to Control the TWC Member.
(b) in the case of the Condor Member, any Transfer of direct or indirect ownership interests in the Condor Member, if such Transfer (i) is to an Affiliate of the Condor Member, or (ii) involves the common stock or preferred stock of Condor Hospitality Trust, Inc. or the general or limited partnership interests in Supertel Limited Partnership. Notwithstanding anything to the contrary in this Article 8 or elsewhere in this Agreement, there are no restrictions in this Agreement in any manner on the sale or other transfer of stock or any other interest in Condor Hospitality Trust, Inc., direct or indirect, or the general or limited partnership interests in Supertel Limited Partnership, direct or indirect, but at all times subject to the provisions of the Loan Documents and any Franchise Agreement in effect at the time.
Certain Transfers Permitted. Notwithstanding the foregoing provisions of this Section 3, the Restricted Shares, even though not vested, may be Transferred in the event of the Grantee’s death, by will or the laws of descent and distribution or by a written beneficiary designation accepted by the Company upon authorization of the Board of Directors, and as otherwise permitted under the Plan; provided, however, that in any such case the Restricted Shares so Transferred shall remain subject in the hands of the transferee to the restrictions on Transfer provided hereby and all other terms hereof.
Certain Transfers Permitted. Notwithstanding Section 8.1.1 and subject in all events to Section 8.2, each Member may allow the Transfer of ownership interests in such Member or in the partners, members or shareholders thereof, as follows:
(a) in the case of the TWC Member, any Transfer of direct or indirect ownership interests in the TWC Member, if (i) such Transfer (x) is for estate planning purposes, including the events that implement the estate plan, or (y) is among the holders of direct or indirect interests in the TWC Member as of the date hereof, or (z) involves the direct or indirect ownership interest in SP Spring Hotel LLC (“SP Member”) or the direct or indirect ownership interest of SP Member in TWC Member, to any Person; provided that following such Transfer Xxxx Xxxxx and/or Xxxxx Xxxxxxx shall continue to control SP Member (or in the case of a direct Transfer of SP Member’s ownership interest in TWC Member, the relevant transferee), and (ii) following such Transfer, at least one of the TWC Principals continue to Control the TWC Member.
(b) in the case of the Condor Member, any Transfer of direct or indirect ownership interests in the Condor Member, if such Transfer (i) is to an Affiliate of the Condor Member, or (ii) involves the common stock or preferred stock of Condor Hospitality Trust, Inc. or the general or limited partnership interests in Supertel Limited Partnership. Notwithstanding anything to the contrary in this Article 8 or elsewhere in this Agreement, there are no restrictions in this Agreement in any manner on the sale or other transfer of stock or any other interest in Condor Hospitality Trust, Inc., direct or indirect, or the general or limited partnership interests in Supertel Limited Partnership, direct or indirect, but at all times subject to the provisions of the Loan Documents and any Franchise Agreement in effect at the time.
Certain Transfers Permitted. Tenant may, upon written notice to Landlord but without Landlord's written consent, assign or transfer its entire interest in this Lease and the leasehold estate hereby created or sublet the whole or any part of the Premises on one or more occasions to a "subsidiary" or "affiliate" of Tenant or to a "successor corporation" of Tenant, as such terms are hereinafter defined. A "subsidiary" of Tenant shall mean any corporation or other business entity not less than 50% of whose outstanding voting stock or beneficial interests shall at the time be owned, directly or indirectly, by Tenant or by one or more of its subsidiaries. An "affiliate" of Tenant shall mean any corporation or other business entity which, directly or indirectly, controls or is controlled by or is under common control with Tenant. A "successor corporation" shall mean (i) a corporation or other business entity into which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions for the merger or consolidation of corporations or other business entities, provided that by operation of law or by effective provisions contained in the instruments for merger or consolidation the liabilities of the corporations or business entities participating in such merger or consolidation are assumed by the corporation or business entity surviving such merger or consolidation; or (ii) a corporation or other business entity acquiring this Lease and the Premises hereby demised, the good-will and all or substantially all of the other property and assets of Tenant or its corporate successors or assigns, and assuming all or substantially all of the liabilities of Tenant or its corporate successors or assigns; or (iii) any successor to a successor corporation or business entity becoming such by either of the methods described above in clauses and (ii). Acquisition by Tenant, or its corporate successors or assigns of a substantial portion of the assets, together with the assumption of all or substantially all the obligations and liabilities of any corporation or business entity, shall be deemed a merger of such corporation or business entity into Tenant for purposes of this Section. Notwithstanding any assignment, transfer or assumption of any obligations by a subsidiary, affiliate or successor corporation, under this Section 18.5, as the case may be, Tenant shall remain liable for the performance of all the terms, conditions and covenants...
Certain Transfers Permitted. The Option shall not be assignable or transferable by the Optionee, either voluntarily or by operation of law, except as follows: (i) by will or by the laws of descent and distribution of the state or country of the Optionee's domicile at the time of death; (ii) pursuant to a qualified domestic relations order; (iii) to members of the Optionee's immediate family (i.e., children, grandchildren and spouse); (iv) to trusts for the benefit of such family members; and (v) to partnerships whose only partners are such family members. The Optionee understands and agrees that: (i) no consideration may be paid for the transfer of the Option; and (ii) the Option, after any permitted transfer, shall continue to be subject to the same terms and conditions as were applicable to the Option immediately prior to its transfer and, upon the request of the Committee, the Optionee will obtain from the transferee the transferee's agreement in writing to be so bound. Once such conditions are satisfied, the Optionee may, at any time, effect a permitted transfer. After any permitted transfer, whenever the word "Optionee" is used in this Agreement under circumstances where the provision should logically be construed to apply to the transferee, the word "Optionee" shall be deemed to include such transferee.
