Common use of Restrictions on Transfer and Distributions Clause in Contracts

Restrictions on Transfer and Distributions. Switch and the Recipient acknowledge and agree that the transfer and encumbrance of the LTIP Incentive Units is subject to and restricted by the Operating Agreement and this Agreement and LTIP Incentive Units may be transferred only in accordance with the terms and conditions of the Operating Agreement and this Agreement. In the event of a conflict between this Agreement and the Operating Agreement, this Agreement shall control. The Recipient, furthermore, covenants and agrees not to transfer, sell, make short sale of, loan, grant any option for the purchase of, or otherwise dispose of any LTIP Incentive Units during the two-year period following the Effective Date without the prior written consent of Switch or as permitted herein. Subject to Section 5.6.2 hereof, the Recipient acknowledges that the Recipient shall be entitled to Distributions under the Operating Agreement for the LTIP Incentive Units only at such times and in such circumstances as set forth in the Operating Agreement; provided, however, that any reference in the Operating Agreement to “Unvested Units” and “Vested Units” shall have the applicable meaning defined herein. Switch shall not be required (i) to transfer on its books any LTIP Incentive Units that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the Operating Agreement, or (ii) to treat as owner of such LTIP Incentive Units or to accord the right to vote or pay Distributions to any purchaser or other transferee to whom such LTIP Incentive Units shall have been so transferred.

Restrictions on Transfer and Distributions. Switch and the Recipient acknowledge and agree that the transfer and encumbrance of the LTIP Incentive Units is subject to and restricted by the Operating Agreement and this Agreement and LTIP Incentive Units may be transferred only in accordance with the terms and conditions of the Operating Agreement and this Agreement. In the event of a conflict between this Agreement and the Operating Agreement, this Agreement shall control. The Recipient, furthermore, covenants and agrees not to transfer, sell, make short sale of, loan, grant any option for the purchase of, or otherwise dispose of any LTIP Incentive Units during the two-year period following the Effective Date without the prior written consent of Switch or as permitted herein. Subject to Section 5.6.2 hereof, the Recipient acknowledges that the Recipient shall be entitled to Distributions under the Operating Agreement for the LTIP Incentive Units only at such times and in such circumstances as set forth in the Operating Agreement; provided, however, that any reference in the Operating Agreement to “Unvested Units” and “Vested Units” shall have the applicable meaning defined herein. Switch shall not be required (i) to transfer on its books any LTIP Incentive Units that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the Operating Agreement, or (ii) to treat as owner of such LTIP Incentive Units or to accord the right to vote or pay Distributions to any purchaser or other transferee to whom such LTIP Incentive Units shall have been so transferred.