Beneficial Interest; Prohibitions on Transfer Sample Clauses

Beneficial Interest; Prohibitions on Transfer. (a) As of the date of this Agreement, the Ownership Interest will be beneficially owned by Funding. Transfers of the Ownership Interest and the Trust Certificate may be made between Funding and any other Person who is an Affiliate of Funding (a “Permitted Affiliate Transferee”) upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion, respectively, with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Ownership Interest to any other Person, except (i) to any Permitted Affiliate Transferee, or (ii) to the extent a corresponding transfer of the Collateral Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion (each as defined in the Indenture), which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void.
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Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial Interest will initially be beneficially owned by Discover Bank. Transfers of all or a portion of the Beneficial Interest and the Trust Certificate may be made between Discover Bank and any other Person who is an Affiliate of Discover Bank (a “Permitted Affiliate Transferee”) upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Interest to any other Person, except to any Permitted Affiliate Transferee. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion to the Master Trust Trustee and the Owner Trustee, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void.
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Beneficial Interest; Prohibitions on Transfer. (a) As of the Merger Date, the Ownership Interest will be beneficially owned by Citibank (as successor by merger to Citibank (South Dakota)). Transfers of the Ownership Interest and the Trust Certificates may be made between Citibank and any other Person who is an Affiliate of Citibank (a “Permitted Transferee”). The Beneficiary may not transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to a Trust Certificate or the Ownership Interest to any other Person, except (i) to any Permitted Transferee, or (ii) to the extent a corresponding transfer of the Series 2000 Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to a Trust Certificate or Ownership Interest (1) to any Person (other than a transfer to a Permitted Transferee) will be effective only upon issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion (each as defined in the Indenture), which will not be an expense of the Trustee or Trustee Bank, and (2) not in compliance with the terms of this Section 10.02 will be null and void.
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Beneficial Interest; Prohibitions on Transfer. (a) The Ownership Interests will initially be beneficially owned by Citibank (South Dakota) and Citibank (Nevada). Transfers of the Ownership Interests and the Trust Certificates may be made between Citibank (South Dakota) and Citibank (Nevada) or to any other Person who is an Affiliate of Citibank (South Dakota) or Citibank (Nevada) (a "Permitted Transferee"). No Beneficiary may transfer,assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to a Trust Certificate or its Ownership Interest to any other Person, except (i) to any Permitted Transferee, or (ii) to the extent a corresponding transfer of the Series 2000 Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by a Beneficiary of all or any part of its right, title and interest in and to a Trust Certificate or Ownership Interest by a Beneficiary to any Person, which is not in compliance with the terms of this Section 10.02, will be null and void.
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Beneficial Interest; Prohibitions on Transfer. (a) The Ownership Interests will initially be beneficially owned by Citibank (South Dakota) and Citibank (Nevada). Transfers of the Ownership Interests and the Trust Certificates may be made between Citibank (South Dakota) and Citibank (Nevada) or to any other Person who is an Affiliate of Citibank (South Dakota) or Citibank (Nevada) (a "Permitted Transferee"). No Beneficiary may transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to a Trust Certificate or its Ownership Interest to any other Person, except (i) to any Permitted Transferee, or (ii) to the extent a corresponding transfer of the Series 2000 Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by a Beneficiary of all or any part of its right, title and interest in and to a Trust Certificate or Ownership Interest (1) to any Person (other than a transfer between Citibank (Nevada) and Citibank (South Dakota)) will be effective only upon issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion (each as defined in the Indenture), which will not be an expense of the Trustee or Trustee Bank, and (2) not in compliance with the terms of this Section 10.02 will be null and void.
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Beneficial Interest; Prohibitions on Transfer. (a) As of the date of this Agreement, the Ownership Interest will be beneficially owned by Funding. Any Transfers of the Ownership Interest and the Trust Certificate may be made between Funding and any other Person who is an Affiliate of Funding (a “Permitted Affiliate Transferee”); provided that, unless Funding shall have delivered to the Owner Trustee an Opinion of Counsel that such transfer will not cause the Trust to be subject to deduction or withholding of United States federal income tax, such Permitted Affiliate Transferee shall be a “United States person” as defined in Section 7701(a)(30) of the Code. To the fullest extent permitted by applicable law, the Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Ownership Interest to any other Person, except to any Permitted Affiliate Transferee. Any purported Transfer by the Beneficiary of all or any part of its right, title and interest in and to either the Ownership Interest or the Trust Certificate to any Person will be effective only upon the delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion (as defined in the Indenture), which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported Transfer by the Beneficiary of all or any part of its right, title and interest in and to either the Ownership Interest or the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void.
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Beneficial Interest; Prohibitions on Transfer. (a) The Beneficial Interest will initially be beneficially owned by National City. Transfers of all or a portion of the Beneficial Interest and the Trust Certificate may be made between National City and any other Person who is an Affiliate of National City (a "Permitted Affiliate Transferee") upon delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion, respectively, with respect to such transfer. To the fullest extent permitted by applicable law(s), the Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Beneficial Interest to any other Person, except (i) to any Permitted Affiliate Transferee, or (ii) to the extent a corresponding transfer of the Collateral Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate to any Person will be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate which is not in compliance with the terms of this Section 10.02 will be null and void.
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Beneficial Interest; Prohibitions on Transfer. (a) The Ownership Interests will at all times be beneficially owned by Citibank (South Dakota) and Citibank (Nevada). Transfers of the Ownership Interests may be made between Beneficiaries, but neither Beneficiary may transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Ownership Interest to any other Person, except to the extent a corresponding transfer of the Sellers' Interest and the Collateral Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by either Beneficiary of all or any part of its right, title and interest in and to this Agreement and the Trust Estate or any purported transfer of the Trust Certificate or its Ownership Interest by the Beneficiary to any Person, in whole or in part, which is not in compliance with the terms of the Pooling and Servicing Agreement, will be null and void.
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Beneficial Interest; Prohibitions on Transfer. (a) The --------------------------------------------- Ownership Interest will initially be beneficially owned by MBNA. Transfers of the Ownership Interest and the Trust Certificate may be made between MBNA and any other Person who is an Affiliate of MBNA (a "Permitted Affiliate ------------------- Transferee") upon delivery to the Master Trust Trustee and the Owner Trustee of ---------- a Master Trust Tax Opinion and an Issuer Tax Opinion, respectively, with respect to such transfer. The Beneficiary may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Ownership Interest to any other Person, except (i) to any Permitted Affiliate Transferee, or (ii) to the extent a corresponding transfer of the Series 2001-__ Certificate would be permitted by the Pooling and Servicing Agreement. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to the Trust Certificate or its Ownership Interest by the Beneficiary to any Person, which is not in compliance with the terms of this Section 10.02, will be null ------------- and void.
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Related to Beneficial Interest; Prohibitions on Transfer

  • Limitations on Transfer In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws.

  • Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note A Definitive Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, together with:

  • Exchange and Registration of Transfer of Notes; Restrictions on Transfer Depositary 16 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 22 Section 2.07. Temporary Notes 23 Section 2.08. Cancellation of Notes Paid, Converted, Etc. 24 Section 2.09. CUSIP Numbers 24 Section 2.10. Additional Notes; Repurchases 24

  • Registration Restrictions on Transfer 3 2.1 Restrictions on Transfer......................................................3

  • Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Note to the Note Registrar or any co-Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer. None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 15. All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

  • Restrictions on Transfer of Securities The Securities are not transferable except upon the conditions specified in this Article VII, which conditions are intended to ensure compliance with the provisions of the Securities Act and state securities laws in respect of the transfer of any of such securities. Each instrument representing the Securities shall be stamped or otherwise imprinted with legends substantially in the following form until such time as the conditions set forth in such legends have been met: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW." The Corporation shall be entitled to enter stop transfer notices on its stock books with respect to the Securities until the conditions as set forth in the legend above with respect to the transfer of such securities have been met.

  • Restrictions on Transfers (a) Except as provided in Section 4.8(e), notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed). The Partnership may issue stop transfer instructions to any Transfer Agent in order to implement any restriction on transfer contemplated by this Agreement.

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