Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a publicly traded partnership for federal income tax purposes and (ii) the Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan or any governmental, non-U.S., or church plan or any other employee benefit plan or retirement arrangement that is subject to a law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code (“Similar Law”). By accepting and holding a Certificate (or any interest therein), the holder thereof shall be deemed to have represented and warranted that it is not, and is not purchasing the Certificate (or any interest therein) on behalf of, a Benefit Plan or any governmental, non-U.S., or church or any other employee benefit plan or retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (ii) above is met and shall incur no liability to any person in the event the holder of the Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial ...
Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Owner Trustee and the Issuer receive an Opinion of Counsel (at no cost or expense to the Owner Trustee) stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes, (ii) the Certificate (or any interest therein) may not be acquired by or for the account of or with the assets of a Benefit Plan or any other plan or retirement arrangement that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code and (iii) the Certificate (or any interest therein) may not be acquired by or for the account of (x) any person which is not a United States person under Section 7701(a)(30) of the Code or (y) any person considered a partnership or trust for U.S. federal income tax purposes unless all of its partners (or beneficiaries in the case of a trust) for such purposes are United States persons under Section 7701(a)(30) of the Code; provided, that the condition set forth in clause (i) above will not apply to a transfer of 100% of the Certificate or Certificates to an Affiliate of the Transferor or its designated nominee if such Affiliate certifies in writing to the Owner Trustee that it is a C corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding the Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan or any other plan or retirement arrangement that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code and is not purchasing the Certificate (or any interest therein) on behalf of a Benefit Plan or any other plan or retirement arrangement that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code. By accepting and holding the Certificate (or any interest therein) the Holder shall be deemed to have represented and warranted that clause (iii) of the first sentence hereof above is satisfied. Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate up...
Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in its Certificate; provided, that (i) the Rating Agency Condition is satisfied, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a publicly traded partnership for federal income tax purposes, and (iii) the Certificate may not be acquired by or for the account of or with the assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity (including, without limitation, an insurance company general account) whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity. Subject to the transfer restrictions contained herein and in each Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of such Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue, to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any ...
Transfer of Certificate. (a) The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (i) the Rating Agency Condition is satisfied, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as a publicly traded partnership for federal income tax purposes, (iii) the Certificate is not acquired by or for the account of or with the assets of (A) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provision of Title I of ERISA, (B) a plan described in and subject to Section 4975 of the Code or (C) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity and (iv) if the Certificateholder is a governmental plan, certain church plan or foreign plan, it shall be deemed to represent, warrant and covenant that its acquisition, holding and disposition of the Certificate or interest therein will not result in a nonexempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the Code. Subject to the transfer restrictions contained herein and in the Certificate, the Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section. Such transfer may be made by the registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue, to such transferor a new Certificate evidencin...
Transfer of Certificate. 4.4.6.1. In the event that a Design Certificate holder transfers its Certificate to another entity, the Technical Agent responsible for the Design Certificate shall promptly notify the other Technical Agent of the transfer and apply the agreed procedure related to the transfer of certificates as defined in the Technical Implementation Procedures.
Transfer of Certificate. You retain Your certificate if You leave Your current employment and/or begin working with a new organization. However, You may not transfer Your Program certificate to another person.
Transfer of Certificate. (a) The Voting Trust Certificate may not be transferred to any person, provided that upon written notice to the Voting Trustee and surrender of the Voting Trust Certificate duly endorsed by the Investor, it may be transferred to the limited partners of the Investor and further transferred to the members of a limited partner's immediate family or a trust for the benefit of the members of a limited partner's immediate family. Subject to the foregoing limitation, the Voting Trust Certificate shall be transferable on the transfer books of the Voting Trustee and the Voting Trustee may treat the registered holders as owners thereof for all purposes whatsoever, except that it shall not be required to deliver Shares hereunder without the surrender of Voting Trust Certificates.
Transfer of Certificate. Subject to Article XIV, a holder of a Certificate intending to transfer any Certificate held by such holder to a new holder shall surrender such Certificate to the Trustee, together with a written request from such holder for the issuance of a new Certificate, specifying the name and address of the transferee and evidence that the conditions set forth herein for such transfer have been satisfied. Promptly upon receipt of such documents the Trustee will issue a new Certificate of the same type, dated the same date or dates, in the amounts indicated, and designated as issued in connection with the Aircraft as the Certificate surrendered, and naming such transferee as shall be specified in the written request from such holder, the Trustee shall not be required to exchange any surrendered Certificate as above , provided during the 10-day period preceding the due date of any payment on such Certificate.
Transfer of Certificate. The Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the Certificate; provided, that (a) the Rating Agency Condition is satisfied, (b) such transfer will not cause the Issuer to be treated as a publicly traded partnership for federal income tax purposes, and (c) such transfer will not cause the assets of the Issuer to be deemed "plan assets" as defined in 29 C.F.R. Section 2510.3-101.
Transfer of Certificate. This Agreement and the voting trust certificate issued under this Agreement shall not be transferable, and the Trustee shall not be required to recognize any transfer of a voting trust certificate. In the event of the loss, destruction or mutilation of a voting trust certificate issued hereunder, the Trustee, in his sole discretion, may issue a replacement voting trust certificate, upon receipt by the Trustee of (i) evidence of loss, destruction or mutilation satisfactory to the Trustee; (ii) indemnity satisfactory to the Trustee; (iii) the existing certificate, if mutilated; and (iv) the reasonable fees and expenses, including legal fees, in connection with the issuance of a replacement voting trust certificate.
