Certain Transfers Permitted Sample Clauses

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 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 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 ▇▇▇▇ ▇▇▇▇▇ and/or ▇▇▇▇▇ ▇▇▇▇▇▇▇ 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. 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 the foregoing provisions of this Section 3, the Restricted Shares, even though not vested, and this option, whether or 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 and 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.

Certain Transfers Permitted. Notwithstanding the foregoing provisions of this Section 4, the Restricted Shares may be Transferred (i) in the event of Purchaser’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 of Common Stock, reorganization or similar transaction involving the Company and affecting the Common Stock generally or (iii) with the approval of the Company, to a member of Purchaser’s family, or a trust primarily for the benefit of Purchaser and/or one or more members of Purchaser’s family, or to a corporation, partnership or other entity primarily for the benefit of Purchaser and/or one or more such family members and/or trusts or (iv) with the approval of the Company, in another estate or personal financial planning transaction; 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, including those relating to vesting, if applicable.

Certain Transfers Permitted. The Credit Agreement is hereby amended by deleting the definition of “Permitted Intercompany Advance” set forth in Schedule 1.1 to the Credit Agreement and substituting the following in lieu thereof: