Common use of TITLE TO SECURITIES; RESTRICTED SHARES Clause in Contracts

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that, upon delivery of a portfolio of Deposit Securities to the Trust’s custodian (“Custodian”) and/or relevant sub-custodian (“Sub-Custodian”), the Trust will acquire good and unencumbered title to such securities, free and clear of all liens, restrictions, charges, duties and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities imposed by (i) any agreement or arrangement entered into by the Participant or any Participant Client in connection with a transaction to purchase Shares or (ii) any provision of the 1933 Act and regulations thereunder (except that portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the Securities Act if exempt from such registration), or of the applicable laws or regulations of any other applicable jurisdiction, and no such securities are “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act.

Appears in 21 contracts

Samples: Distribution Agreement (Select Sector SPDR Trust), Participant Agreement (SPDR S&p 500 Etf Trust), Participant Agreement (Lattice Strategies Trust)

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TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that, upon delivery of a portfolio of Deposit Securities to the Trust’s 's custodian ("Custodian") and/or relevant sub-custodian ("Sub-Custodian"), the Trust will acquire good and unencumbered title to such securities, free and clear of all liens, restrictions, charges, duties and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities imposed by (i) any agreement or arrangement entered into by the Participant or any Participant Client in connection with a transaction to purchase Shares or (ii) any provision of the 1933 Act and regulations thereunder (except that portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the Securities Act if exempt from such registration), or of the applicable laws or regulations of any other applicable jurisdiction, and no such securities are "restricted securities," as such term is used in Rule 144(a)(3)(i) of the 1933 Act.

Appears in 3 contracts

Samples: Participant Agreement (SPDR Series Trust), Participant Agreement (SPDR INDEX SHARES FUNDS (Formerly streetTRACKS Index Shares Funds)), Participant Agreement (Select Sector SPDR Trust)

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that, upon delivery of a portfolio of Deposit Securities to the each Trust’s custodian (“Custodian”) and/or relevant sub-custodian (“Sub-Custodian”), the each Trust will acquire good and unencumbered title to such securities, free and clear of all liens, restrictions, charges, duties and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities imposed by (i) any agreement or arrangement entered into by the Participant or any Participant Client in connection with a transaction to purchase Shares or (ii) any provision of the 1933 Act and regulations thereunder (except that portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the Securities Act if exempt from such registration), or of the applicable laws or regulations of any other applicable jurisdiction, and no such securities are “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act.

Appears in 2 contracts

Samples: Participant Agreement (Natixis ETF Trust II), Participant Agreement (Natixis ETF Trust)

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that, party for which it acts that upon delivery of a portfolio of Deposit Securities to the Trust’s custodian (“Custodian”) and/or relevant sub-custodian (“Sub-Custodian”)custodian, the Trust will acquire good and unencumbered title to such securities, free and clear of all liens, restrictions, charges, duties charges and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities imposed by (i) any agreement or arrangement entered into by the Participant or any Participant Client party for which it is acting in connection with a transaction to purchase Shares or (ii) any provision of the U.S. Securities Act of 1933, as amended (the “1933 Act Act”), and any regulations thereunder (except that portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the Securities 1933 Act if exempt from such registration), or of the applicable laws or regulations of any other applicable jurisdiction, jurisdiction and (iii) no such securities are “restricted securities,” as such term is used in Rule 144(a)(3)(i) of promulgated under the 1933 Act0000 Xxx.

Appears in 1 contract

Samples: Participant Agreement (SPA ETF Trust)

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that, upon delivery of a portfolio of Deposit Securities to the Trust’s 's custodian ("Custodian") and/or relevant sub-custodian ("Sub-Custodian"), the Trust will acquire good and unencumbered title to such securities, free and clear of all liens, restrictions, charges, duties and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities imposed by (i) any agreement or arrangement entered into by the Participant or any Participant Client in connection with a transaction to purchase Shares or (ii) any provision of the 1933 Securities Act and regulations thereunder (except that portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the Securities Act if exempt from such registration), or of the applicable laws or regulations of any other applicable jurisdiction. In particular, the Participant represents on behalf of itself and any Participant Client that no such securities are "restricted securities," as such term is used in Rule 144(a)(3)(i) of the 1933 Securities Act.

Appears in 1 contract

Samples: Participant Agreement (USAA ETF Trust)

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TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that, party for which it acts that upon delivery of a portfolio of Deposit Securities to the Trust’s custodian (“Custodian”) and/or relevant sub-custodian (“Sub-Custodian”)custodian, the Trust will acquire good and unencumbered title to such securities, free and clear of all liens, November 2019 restrictions, charges, duties charges and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities imposed by (i) any agreement or arrangement entered into by the Participant or any Participant Client party for which it is acting in connection with a transaction to purchase Shares or (ii) any provision of the 1933 Securities Act of 1933, as amended (the “Securities Act”), and any regulations thereunder (except that portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the Securities Act if exempt from such registration), or of the applicable laws or regulations of any other applicable jurisdiction, jurisdiction and (iii) no such securities are “restricted securities,” as such term is used in Rule 144(a)(3)(i) of promulgated under the 1933 Securities Act.

Appears in 1 contract

Samples: Participant Agreement (VanEck Vectors ETF Trust)

TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on behalf of itself and any Participant Client that, party for which it acts that upon delivery of a portfolio of Deposit Securities to the Trust’s custodian (“Custodian”) and/or relevant sub-custodian (“Sub-Custodian”)custodian, the Trust will acquire good and unencumbered title to such securities, free and clear of all liens, restrictions, charges, duties charges and encumbrances and not subject to any adverse claims, including, without limitation, any restriction upon the sale or transfer of such securities imposed by (i) any agreement or arrangement entered into by the Participant or any Participant Client party for which it is acting in connection with a transaction to purchase Shares or (ii) any provision of the 1933 Securities Act of 1933, as amended (the “Securities Act”), and any regulations thereunder (except that portfolio securities of issuers other than U.S. issuers shall not be required to have been registered under the Securities Act if exempt from such registration), or of the applicable laws or regulations of any other applicable jurisdiction, jurisdiction and (iii) no such securities are “restricted securities,” as such term is used in Rule 144(a)(3)(i) of promulgated under the 1933 Securities Act.

Appears in 1 contract

Samples: Participant Agreement (VanEck Vectors ETF Trust)

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