Restrictions on Transfer and Redemption. During the Escrow Period, no sale, transfer or other disposition (a “Transfer”) may be made of any or all of the Sponsor’s Shares by the Sponsor except (i) to the Company’s officers, directors and employees, to the Sponsor’s affiliates or its members upon its liquidation, (ii) by gift to a member of the Sponsor’s immediate family for estate planning purposes or to a trust, the beneficiary of which is the Sponsor or a member of the Sponsor’s immediate family, (iii) if the Sponsor is not a natural person, by gift to a member of the immediate family of the Sponsor’s controlling person for estate planning purposes or to a trust, the beneficiary of which is the Sponsor’s controlling person or a member of the immediate family of the Sponsor’s controlling person, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) by certain pledges to secure obligations incurred in connection with purchases of our securities or (vii) by private sales made at or prior to the consummation of our initial business combination at prices no greater than the price at which the shares were originally purchased (each such transferee, a “Permitted Transferee”); provided, however, that such permitted Transfers may be implemented only upon the respective Permitted Transferee’s written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter signed by the Sponsor transferring the Sponsor’s Shares and such other documents as the Company may reasonably require. During the Escrow Period, the Sponsor shall not pledge or grant a security interest in the Sponsor’s Shares or grant a security interest in the Sponsor’s rights under this Agreement.
Restrictions on Transfer and Redemption. (i) Notwithstanding any provision of the Partnership Agreement to the contrary, during the applicable Retention Period (as defined below) the Unit Holder will not (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Retained Units (as defined below), or any options or warrants to purchase any Retained Units, or any securities convertible into, exchangeable for or that represent the right to receive Retained Units, whether now owned or hereinafter acquired, owned directly by the Unit Holder (including holding as a custodian) or with respect to which the Unit Holder has beneficial ownership within the rules and regulations of the Securities and Exchange Commission, or (ii) exercise the “Redemption Right” (as defined in, and pursuant to, Section 8.6 of the Partnership Agreement) with respect to the Retained Units. “Initial Retained Units” means 80% of the Common Partnership Units received pursuant to this Agreement that will be fully vested and non-forfeitable upon issuance. “Subsequent Retained Units” means 100% of the Common Partnership Units received pursuant to this Agreement that will be unvested and forfeitable at the time of issuance (together with the Initial Retained Units, the “Retained Units”). “Retention Period” means (i) with respect to the Initial Retained Units, the period commencing from the Closing and ending on July 17, 2020, and (ii) with respect to the Subsequent Retained Units, the period commencing from the Closing and ending on July 17, 2022; provided, however, that the applicable Retention Period shall terminate (and the limitations set forth above shall no longer be applicable) immediately upon (i) the termination of MJG’s service on the Board (a) upon MJG’s failure to be re-nominated to the Board, (b) upon MJG’s failure to be re-elected to the Board in a contested election, (c) upon MJG’s failing to receive a majority of the votes in an uncontested election, tendering his resignation from the Board (as required by the Company’s Governance Guidelines) and the acceptance by the Board of such resignation, (d) upon MJG’s death or Disability or (ii) the occurrence of a Change in Control.
Restrictions on Transfer and Redemption. During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the Escrow Shares by the Buyer. Subject to the terms and conditions of the Purchase Agreement, during the Escrow Period, the Buyer shall not be permitted to redeem, substitute or replace the Escrow Shares without the Seller’s prior written consent. During the Escrow Period, the Escrow Shares will be reflected on the books and records of the Buyer as issued and outstanding shares.
Restrictions on Transfer and Redemption. (i) Notwithstanding any provision of the Partnership Agreement to the contrary, during the applicable Retention Period (as defined below) the Unit Holder will not (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Retained Units (as defined below), or any options or warrants to purchase any Retained Units, or any securities convertible into, exchangeable for or that represent the right to receive Retained Units, whether now owned or hereinafter acquired, owned directly by the Unit Holder (including holding as a custodian) or with respect to which the Unit Holder has beneficial ownership within the rules and regulations of the Securities and Exchange Commission, or (ii) exercise the “Redemption Right” (as defined in, and pursuant to, Section 8.6 of the Partnership Agreement) with respect to the Retained Units. “Initial Retained Units” means 80% of the Common Partnership Units received
Restrictions on Transfer and Redemption. During the Escrow Period, no sale, transfer or other disposition (a “Transfer”) may be made of any or all of the Escrow Securities by a Private Investor except (i) by gift to a member of the Private Investor’s immediate family for estate planning purposes or to a trust, the beneficiary of which is the Private Investor or a member of the Private Investor’s immediate family, (ii) if the Private Investor is not a natural person, by gift to a member of the immediate family of such Private Investor’s controlling person for estate planning purposes or to a trust, the beneficiary of which is such Private Investor’s controlling person or a member of the immediate family of such Private Investor’s controlling person, (iii) by virtue of the laws of descent and distribution upon death of the Private Investor, or (iv) pursuant to a qualified domestic relations order (each such transferee, a “Permitted Transferee”); provided, however, that such permitted Transfers may be implemented only upon the respective Permitted Transferee’s written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter signed by such Private Investor transferring such Escrow Securities and such other documents as the Company or Credit Suisse may reasonably require. During the Escrow Period, no Private Investor shall pledge or grant a security interest in such Private Investor’s Escrow Securities or grant a security interest in such Private Investor’s rights under this Agreement.
Restrictions on Transfer and Redemption. During the Escrow Period, no sale, transfer or other disposition may be made of any of the Converted RSUs and/or Consideration Shares underlying the vested Converted RSUs, by the Buyer or an RSUs Holder. During the Escrow Period, the Buyer shall not be permitted to redeem, substitute or replace the Converted RSUs without the RSUs Holders’ prior written consent or as provided under the Buyers Compensation Plans (including Israeli Sub-Plan). During the Escrow Period, the Converted RSUs will be reflected on the books and records of the Buyer as issued and outstanding shares.
Restrictions on Transfer and Redemption. During the Escrow Period, no sale, transfer or other disposition may be made of any of the Escrow Shares by the Company, the Buyer or the Seller other than to one of the Permitted Transferees as set forth under the Lock-Up Agreement (as defined under the Purchase Agreement) (“Seller Transferees”). During the Escrow Period, the Company shall not be permitted to redeem, substitute or replace the Escrow Shares without the Seller’s prior written consent. During the Escrow Period, the Escrow Shares will be reflected on the books and records of the Company as issued and outstanding shares.
Restrictions on Transfer and Redemption. The Subscriber acknowledges and is aware that (i) there are substantial restrictions on the transferability of the Shares; (ii) there may be no public market for the Shares; (iii) there are currently substantial restrictions on a Shareholder’s ability to redeem all or a portion of such Shareholder’s Shares in the Fund, in addition to the required consent of the Sponsor, which the Sponsor may withhold in its sole discretion, and (iv) the Trust Agreement provides for the halting of the Fund’s redemption program prior to and in connection with an intending initiation of quotation of the Fund’s shares on the OTCQX or other secondary market. The Subscriber acknowledges that the Subscriber is aware and understands that the Subscriber may have to hold the Shares herein subscribed for and bear the economic risk for this investment indefinitely, and it may not be possible for the Subscriber to liquidate its investment in the Fund.
Restrictions on Transfer and Redemption. (a) The Subscriber acknowledges and is aware that (i) Shares are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose of the Fund’s maintenance of its status as a real estate investment trust (“REIT”) under the Code (as described in more detail below); (ii) there will be no public market for the Shares and none is expected to develop in the future; and (iii) a Stockholder may not voluntarily redeem its Shares. The Subscriber acknowledges that the Subscriber is aware and understands that the Subscriber may have to hold Shares subscribed for and bear the economic risk for this investment indefinitely, and it may not be possible for the Subscriber to liquidate its investment in Shares.
(b) Subject to certain further restrictions or waiver, (x) no person may Beneficially Own or Constructively Own Shares of the Company in excess of 9.8% (in value or number of Shares) of the outstanding Shares of the Fund; (y) no person may Beneficially Own or Constructively Own Shares that would result in the Fund being “closely held” under Section 856(h) of the Code or otherwise cause the Fund to fail to qualify as a REIT; and (z) no person may Transfer Shares if such Transfer would result in the Shares of the Fund being owned by fewer than 100 persons. Any person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own Shares that cause or will cause a person to Beneficially Own or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Fund. If any of the restrictions on transfer or ownership are or would be violated, the Shares will be deemed to have automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries upon such transfer. In addition, the Company may redeem Shares upon the terms and conditions specified by the Board in its sole discretion if the Board determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this notice have the meanings defined in the Bylaws, a copy of which, including the restrictions on transfer and ownership, will be furnished to each Stockholder on request and without charge.
Restrictions on Transfer and Redemption. During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the Clawback Shares by the Parent or the Seller. Subject to the terms and conditions of the Purchase Agreement, during the Escrow Period, the Parent shall not be permitted to redeem, substitute or replace the Clawback Shares without the Seller’s prior written consent. During the Escrow Period, the Clawback Shares will be reflected on the books and records of the Parent as issued but not outstanding shares.
