Transfer of Trust Certificates. Each Trust Certificate issued hereunder and the interest in shares represented thereby shall be transferable only upon the books of the Trustees by the registered holder in person or by attorney upon surrender of the same properly endorsed or accompanied by a properly executed instrument of transfer and upon payment of any transfer taxes payable on such transfer, and in accordance with rules established from time to time for that purpose by the Trustees. Each transfer so made shall vest in the transferee all right and interest of the transferor in and under the Trust Certificate and this Agreement with respect to the number of shares which the endorsement or transfer evidences; and thereupon the Trustees will deliver, or cause to be delivered, to the person or persons entitled, a new Trust Certificate or Certificates for the number or numbers of interests in Common Shares of the Company indicated by the endorsement or instrument of transfer. Until such transfer, the Trustees may treat the registered holder of a Trust Certificate as the owner thereof for all purposes whatsoever. The transfer books for the Trust Certificates may be closed by the Trustees at any time prior to the payment or distribution of dividends or for any other purpose. Each transferee of a Trust Certificate issued hereunder shall by the acceptance of a Trust Certificate become a party hereto with like effect as though a Signing Shareholder and shall be embraced within the meaning of the terms “Trust Certificate holder” or “holder of a Trust Certificate” wherever used herein.
Transfer of Trust Certificates. All Trust Certificates shall be transferable on the books of the Trustee by the registered holder upon the surrender thereof properly assigned, in accordance with rules from time to time established for the purpose by the Trustee. Until so transferred, the Trustee may treat the registered holder as owner of the applicable Trust Certificates for all purposes. Each transferee of a Trust Certificate issued hereunder shall, by acceptance thereof, assent to and become a party to this Trust Agreement, and shall assume all attendant rights and obligations.
Transfer of Trust Certificates. Subject to compliance with the Share Restriction Agreement dated as of November 30, 1998, by and between the Principal Stockholders (as defined therein) and the Corporation, and amended from time to time, any Depositor may direct the Trustees to sell, transfer, assign, pledge or encumber all or any interest in the Depositor's Trust Certificate(s) on terms and conditions specified in writing by the Depositor. The Trustees shall transfer the interest in the Trust Certificate(s) as agent and on behalf of the Depositor, and any proceeds of the sale of Trust Certificate(s), or any interest therein, shall be forwarded immediately by the Trustee to the Depositor. If at the time of the transfer, the transferee was a 'Family Member' (hereinafter defined), then upon completion of the transfer of Trust Certificate(s) pursuant to this Section 2.05, the Trustee shall issue to the transferee a Trust Certificate which represents the number of Shares represented by the interest transferred and the Trustee shall issue to the Depositor a new Trust Certificate which represents the number of Shares, if any, represented by the interest not transferred by the Trustee. The Voting Trust's records shall be amended to reflect such Depositor's and such transferee's then current interest. If at the time of the transfer, the transferee was not a Family Member, then upon completion of the transfer, the transferee will no longer be a party to the Voting Trust Agreement and the Trustee shall issue to the Depositor a new Trust Certificate which represents the number of Shares, if any, represented by the interest not transferred by the Trustee. The Voting Trust's records shall be amended to reflect such Depositor's then current interest. As used in this Section 2.05, the term 'Family Member' shall mean Iris Tark Taylor, any descendant of Sidney J. Taylor and Iris Tark Taxxxx, xxx/xx xxx trust primarily held xxx xxx xxxxxxx of axx xxxx xxxxxx."
Transfer of Trust Certificates. Subject to compliance with the Share Restriction Agreement dated as of November 30, 1998, by and between the Principal Stockholders (as defined therein) and the Corporation, and amended from time to time, any Depositor may direct the Trustees to sell, transfer, assign, pledge or encumber all or any interest in the Depositor's Trust Certificate(s) on terms and conditions specified in writing by the Depositor. The Trustees shall transfer the interest in the Trust Certificate(s) as agent and on behalf of the Depositor, and any proceeds of the sale of Trust Certificate(s), or any interest therein, shall be forwarded immediately by the Trustee to the Depositor. Upon completion of the transfer of Trust Certificate(s) pursuant to this Section 2.06, the Trustee shall issue to the transferee a Trust Certificate which represents the number of Shares represented by the interest transferred and the Trustee shall issue to the Depositor a new Trust Certificate which represents the number of Shares represented by the interest not transferred by the Trustee. The Voting Trust's records shall be amended to reflect such Depositor's and such transferee's then current interest."
Transfer of Trust Certificates. Upon the transfer by any Certificate Holder of any Trust Certificate or a participation therein, the transferee shall be deemed by its acceptance of such Trust Certificate to have made the same representation to the Lessor Trustee, the other Certificate Holders and the Lessee regarding the purchase of such Trust Certificate as the original Trust Certificate Purchasers made pursuant to Section 3.4(b).
Transfer of Trust Certificates. Trust Certificates shall be transferable only as provided in the Certificates and in this Agreement, and on payment of any charges payable at the time of transfer. All transfers shall be recorded in the Trust Certificate Register provided for in Paragraph 5.02. Any transfer made of any Trust Certificate shall vest in the transferee all rights of the transferor and shall subject the transferee to the same limitations as those imposed on the transferor by the terms of the Trust Certificate and by this Agreement and the perfected lien rights of AutoPrime. During the term of the Pledge Agreement (see Paragraph 2.03), Trust Certificates are transferable only upon the transferee executing and becoming a party to the Pledge Agreement and delivering possession of any Trust Certificate to be registered in his name to AutoPrime, Inc. or its successor(s) in pledge to secure the performance of the obligations of CIC under the Pledge Agreement. In addition, during the term of the Pledge Agreement, the Trustee shall deliver all Trust Certificates to AutoPrime, Inc. or its successor(s) (instead of to the transferee) to be held in pledge to secure the performance of CIC's obligations under the Pledge Agreement, for the number of shares of Common Stock represented by the Trust Certificate so transferred. Thereafter, the Trustee shall deliver to the transferee Trust Certificates for the number of shares of Common Stock represented by the Trust Certificate so transferred.
Transfer of Trust Certificates. The Trust Cer- tificates shall be transferable only with the prior written consent of the Company. They may be transferred on the books of the Trustee by the registered holder upon the surrender thereof properly assigned, in accordance with rules from time to time established for that purpose by the Trustee. Until so transferred, the Trustee may treat the registered holder as owner for all purposes. Each transferee of a Trust Certificate issued hereunder shall, by his acceptance thereof, assent to and become a party to this Trust Agreement, and shall assume all attendant rights and obligations. Any such transfer in violation of this Paragraph 6 shall be null and void.
Transfer of Trust Certificates. Each holder of trust ------------------------------ certificates agrees that, during the term of this agreement, the trust certificates may be transferred only as expressly permitted by this agreement or in the same manner and to the same extent as the Trust Shares may be transferred in accordance with the Shareholders Agreements, and only if, in the case of a transfer of Trust Shares to a Permitted Transferee, such Permitted Transferee executes and delivers to the Trustee a copy of this agreement, the signature page of which shall specify that such Permitted Transferee is bound by and takes such trust certificates subject to all the terms of this agreement that were applicable to the transferor. In such event, the Permitted Transferee shall hold the trust certificates subject to the terms of this agreement and the Shareholders Agreements.
Transfer of Trust Certificates. 10 3.04 Mutilated, Destroyed, Lost or Stolen Trust Certificates..........................13 ARTICLE IV - CONCERNING THE AGENT
Transfer of Trust Certificates. First Union National Bank, as holder of the Trust Certificates, shall not sell, transfer or otherwise dispose of some or all of the Trust Certificates unless either (i) the Note Insurer consents in writing to such sale, transfer or other disposition or (ii) First Union National Bank contributes and transfers the Spread Account to the Trust (or other entity acceptable to the Note Insurer) and provides the Note Insurer with an opinion of counsel (and amendments to any Basic Documents, if necessary) satisfactory to the Note Insurer to the effect that in the event of the bankruptcy or insolvency of the proposed transferee of the Trust Certificates, the Spread Account would not be deemed property of the estate of such transferee and the Trust would not be consolidated with such transferee. Further, if while First Union National Bank owns some or all of the Trust Certificates, an event described in Section 4 hereof occurs that requires the Spread Account to be transferred from First Union National Bank to another entity, First Union National Bank shall, upon the written direction of the Note Insurer (i) contribute and transfer the Trust Certificates to a "bankruptcy remote" special purpose entity acceptable to the Note Insurer and (ii) provide the Note Insurer with an opinion of counsel (and amendments to any Basic Documents, if necessary) satisfactory to the Note Insurer to the effect that in the event of the insolvency of First Union National Bank (or the parent of the special purpose entity if not First Union National Bank) the assets and liabilities of such special purpose entity would not be consolidated with the assets and liabilities of First Union National Bank (or the parent of the special purpose entity if not First Union National Bank).
