Restrictions on Transfer of Units Clause Samples

Restrictions on Transfer of Units. Every employee-eligible and ex-employee-eligible shall have the right to assign any or all units owned by him, by way of gift without considerations to a trustee, herein called an "employee-eligible-transferee," in trust, for (a) Nothing in this section shall be deemed to authorize the sale of units for a valuable consideration. (b) No assignment of units to an employee-eligible-transferee shall revoke or detract from the purchase option rights to which such units were subject prior to transfer thereof to the trustee. (c) A certified copy of the trust instrument evidencing any assignment of units by an employee-eligible to an employee-eligible-transferee shall be filed with the trustees under JESTA at the time of transfer. Unless and until units owned by an employee-eligible or by an ex-employee-eligible or by an employee-eligible-transferee or by an employee benefit trust shall have become subject to purchase under the options specified in Section 10 and said options shall have been exercised, or shall have expired without having been exercised, no sale, transfer or other disposition of such units or the trust certificates evidencing the same shall be valid or effective for any purpose whatsoever except as provided in Section 12 above and in Sections 15 and 16. The classification of a unit as marital property or community property under applicable state laws shall not be deemed a sale, transfer or other disposition for purposes of this paragraph so long as the transferor unitholder in whose name the unit is recorded on the records of the trustees (the "transferor unitholder") retains sole and exclusive rights of management and control over the unit; nor shall a subsequent reassignment of the transferee spouse's marital or community interest back to the transferor unitholder be deemed a sale, transfer or other disposition for purposes of this paragraph. The term "management and control" shall include, among other rights, the right to vote, encumber, sell or otherwise dispose of the unit during the lifetime of the transferor unitholder. Any sale, transfer, or other disposition of a unit or the trust certificate evidencing the same which is not valid or effective under this paragraph shall constitute an option event under Section 9 at the time of such attempted sale, transfer or other disposition. Nothing in this agreement shall be deemed to prohibit an eligible, other than an employee-eligible, employee benefit trust, ex-employee-eligible or employee-eligib...

Restrictions on Transfer of Units. Executive may not Transfer any Units, except in an Exempt Transfer (subject to the provisions of Section 9.1 hereof) or as otherwise provided by the terms of this Agreement or the Other Transaction Documents.

Restrictions on Transfer of Units. CERTAIN TRANSACTIONS 37

Restrictions on Transfer of Units. Notwithstanding the terms of this Article XI, after the date to be set forth by the Board of Trust Managers (such date to be no earlier than the Adoption Date,) no outstanding Unit may be sold, pledged, hypothecated or otherwise transferred to any Person, other than to the REIT or the Partnership pursuant to Section 7.6, or a pledge, hypothecation or encumbrance of Units by the REIT unless, prior to such transfer, such Unit is exchanged for REIT Shares pursuant to the terms of Section 7.6.

Restrictions on Transfer of Units. Until the vesting of, and lapse of the restrictions applicable to, any Units and the delivery of Shares in payment therefor, Units may not be sold, transferred, pledged, exchanged, hypothecated or disposed of by you and shall not be subject to execution, attachment or similar process.

Restrictions on Transfer of Units. Except for any Transfers permitted in the LLC Agreement or other agreement entered into in connection herewith or therewith, the Executive shall not transfer any Executive Units.

Restrictions on Transfer of Units. (a) Subject to the provisions of Sections 10.2(b), 10.2(c), 10.3 and 11.1 hereof, no Member may offer, sell, assign, hypothecate, pledge or otherwise Transfer all or any portion of such Member’s Units, or any of such Member’s economic rights as a Member without the consent of the Managing Member, which consent may be granted or withheld in the Managing Member’s sole and absolute discretion; provided, that the term Transfer for purposes of this Section 10.2(a) does not include (a) any redemption of Common Units by the Company or the Managing Member, or acquisition of Common Units by the Managing Member, pursuant to Section 11.1 or (b) any redemption of Units pursuant to any Unit Designation. The Managing Member may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Company in connection therewith (including, but not limited to, cost of legal counsel). (b) No Member may withdraw from the Company other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or a Transfer pursuant to Sections 10.3 or 10.6 hereof) of all of such Member’s Units pursuant to this Article X or pursuant to a redemption of all of such Member’s Common Units pursuant to Section 11.1 hereof. Upon the permitted Transfer or redemption of all of a Member’s Common Units and LTIP Units, such Member shall cease to be a Member. (c) No Member may effect a Transfer of its Units, in whole or in part, if, in the opinion of legal counsel for the Company, such proposed Transfer would require the registration of the Units under the Securities Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (d) No Transfer by a Member of its Units, in whole or in part, may be made to any Person (including, for the avoidance of doubt, pursuant to the Redemption Right) if (i) in the opinion of legal counsel for the Company, such Transfer would result in the Company or the Managing Member being treated as an association taxable as a corporation, (ii) in the opinion of legal counsel for the Company, such Transfer could cause any REIT Entity to fail to qualify as a “real estate investment trust” under Sections 856 through 860 of the Code or (iii) in the opinion of legal counsel for the Company, such Transfer is reasonably likely to cause the Company or the Managing Member to fail to satisfy the 90% qualifying income test d...

Restrictions on Transfer of Units. The holders of Units shall not Transfer any interest in any Units except for Transfers (i) with the prior written consent of all of the Disinterested Managers (which consent may be granted or withheld in their sole discretion), (ii) within each Member’s Family Group, if an individual, or to such Member’s Affiliates or any other Unitholder, if not an individual, (iii) pursuant to a Public Sale, (iv) pursuant to Section 9.4 or 9.5 or the repurchase or forfeiture provisions set forth in any applicable Class E Unit Purchase Agreement, (v) pursuant to a Sale of the Company, (vi) pursuant to Section 2.7(b) (subject to the limitations contained therein), Section 2.11(c) and Section 9.6(b) (subject to any limitations contained therein) (any such Transfer in (i) through (vi), an “Exempt Transfer”) or (vii) pursuant to the other provisions of this Article IX; provided that no holder of Units shall Transfer any interest in any Class C Common Units within such Member’s Family Group so long as any principal or interest on any promissory note issued by such Member to the Company for the purchase of Class C Common Units remains unpaid. Any Transfer by any Member of any Units or other interest in the Company in contravention of this Agreement or which would cause the Company to not be treated as a partnership for U.S. federal income tax purposes shall be void and ineffectual and shall not bind or be recognized by the Company or any other party. No purported assignee shall have any right to any profits, losses or distributions of the Company, and the transferor shall retain all of its rights and obligations hereunder with respect to the Transfer Units or other interest in the Company unless already a Member or until the purported assignee is admitted as a Member pursuant to Section 10.1.

Restrictions on Transfer of Units. No Units acquired pursuant to this Award may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Participant), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law in any manner which violates any of the provisions of this Agreement, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any Units which will have been transferred in violation of any of the provisions set forth in this Agreement or (b) to treat as owner of such Units or to accord the right to vote as such owner or to pay dividends to any transferee to whom such Units will have been so transferred.