Common use of No Disposition Clause in Contracts

No Disposition. During the period commencing on the IPO Closing and ending on the first anniversary thereof, no Grantor may assign, sell, distribute, pledge or otherwise encumber or dispose of the Units without the prior written consent of the Optionee, except that a Grantor may transfer, without the consent of the Optionee, all or a portion of such Grantor’s Units to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Grantor for the benefit of such Grantor and/or any such person(s), of which trust such Grantor or any such person(s) is a trustee, or (ii) a corporation, partnership or limited liability company controlled by a person or persons named in (i) above. Notwithstanding the preceding sentence, no Grantor may effect such a transfer of its Units, in whole or in part, if, in the opinion of legal counsel for the Optionee, 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).

No Disposition. During the period commencing on the IPO Closing and ending on the first anniversary thereof, no Grantor may assign, sell, distribute, pledge or otherwise encumber or dispose of the Units without the prior written consent of the Optionee, except that a Grantor may transfer, without the consent of the Optionee, all or a portion of such Grantor’s Units to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Grantor for the benefit of such Grantor and/or any such person(s), of which trust such Grantor or any such person(s) is a trustee, or (ii) a corporation, partnership or limited liability company controlled by a person or persons named in (i) above. Notwithstanding the preceding sentence, no Grantor may effect such a transfer of its Units, in whole or in part, if, in the opinion of legal counsel for the Optionee, such Embassy Suites Hotel Columbus/Dublin 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).