Transfer of Trust Shares Sample Clauses

Transfer of Trust Shares. (a) In the event any Trust Interest holder transfers all or part of the Trust Shares relating to his, her, or its Trust Interest to an Affiliate (as defined below) of the transferor, or to a person who immediately prior to the transfer is a holder of Trust Interests, then upon the Trustee's receipt of a duly-endorsed Trust Interest specifying the number of Trust Shares being transferred, the Trustee shall record the issuance to such transferee of the Trust Interests representing such transferee's interest in the transferred Trust Shares, and if requested to do so shall issue to such transferor one or more new Trust Certificates representing the untransferred Trust Shares. For purposes of this Agreement, the term "Affiliate" shall mean and include all of the following:
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Transfer of Trust Shares. Conditioned on and effective immediately ------------------------ prior to the Closing, X.Xxxx, X.Xxxx and the Company agree to use their best efforts to cause (i) all Company capital stock held in the name of the Xxxxxxx Xxxx Irrevocable Trust F/B/O Xxxxxx Xxxx U/A/D December 24, 1997 to be transferred free and clear of all Liens to Xxxxxx Xxxx (the "X.Xxxx Share Transfer"); and (ii) all Company capital stock held in the name of the Xxxxxxx Xxxx Irrevocable Trust F/B/O Xxxxx Xxxx U/A/D December 24, 1997 to be transferred free and clear of all Liens to Xxxxx Xxxx (the "X.Xxxx Share Transfer").
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Transfer of Trust Shares. The Trustee shall, promptly upon written notice from Stockholder that Stockholder has sold, assigned or otherwise transferred some or all of the Trust Shares, deliver to Stockholder or to Stockholder's order a certificate or certificates for such shares (in no event later than 5 business days after receipt of such notice), endorsed for transfer in such manner as Stockholder shall direct; provided, however, that the Trustee shall have no duty to so deliver any certificate unless, subject to the last sentence of this Section 1.3, (i) such sale, assignment or other transfer by Stockholder is a bona fide sale, assignment or other transfer to a third party not controlled by the Stockholder or any affiliate of the Stockholder, (ii) Stockholder is not in default of any of its obligations under this Agreement and (iii) Stockholder shall deliver to the Trustee a certificate duly executed by the Stockholder, in form and substance reasonably satisfactory to the Trustee, certifying as to the preceding clauses (i) and (ii). Any consideration received or to be received by Stockholder in connection with any such sale, assignment or other transfer shall not be subject to this Agreement and if received by the Trustee shall promptly be distributed to Stockholder in accordance with Section 1.4. In the event of any sale, assignment or other transfer by Stockholder of any Trust Shares which satisfies the conditions set forth in this Section 1.3, the shares of Trust Shares so sold, assigned or otherwise transferred shall thereafter not be subject to this Agreement in any respect and shall cease to be Trust Shares. Nothing in this Agreement shall prohibit the sale, assignment or other transfer of any shares of Trust Shares to any person so long as such person agrees that such shares will continue to be Trust Shares and remain subject to this Agreement.
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Transfer of Trust Shares. The Trust Interests of the Shareholders may not be sold, transferred or assigned by the holder thereof, except by operation of law.
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Transfer of Trust Shares. Each holder of Trust Certificates may, by notice given to the Trustee (a "Transfer Request"), direct the Trustee to transfer any Trust Shares represented by that holder's Trust Certificates in accordance with, and to the extent permitted under, the Stockholders Agreement. No transfer of Trust Shares pursuant to section 3.2(a) of the Stockholders Agreement shall be permitted (and any transfer in contravention of this provision shall be void and of no effect), unless, prior to the transfer, the proposed transferee executes and delivers to the Trustee a copy of this agreement, the signature page of which shall specify that the transferee is bound by and takes the Trust Shares subject to all the terms of this agreement applicable to the transferor (it being understood that, notwithstanding anything to the contrary in this agreement, the Trustee shall retain possession of any Trust Shares so transferred and shall issue to the transferee appropriate Trust Certificates in respect of those Trust Shares). Each Transfer Request (other than a Transfer Request relating to a transfer to a Permitted Transferee) shall be accompanied by evidence reasonably satisfactory to the Trustee that the number of Trust Shares subject to the Transfer Request equals 50% of the total number of Shares then being transferred by the Stockholder (other than pursuant to section 3.2(a) of the Stockholders Agreement).
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Transfer of Trust Shares. (i) SHARES HELD BY THE XXXXXXXXX TRUST.
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Transfer of Trust Shares. 3 2.3 Trustee Owner of Trust Shares............................................ 3 2.4 Costs and Expenses of the Trustee........................................ 3 2.5
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Transfer of Trust Shares. (a) Concurrent with the Effective Date the Trustee shall open a new securities deposit account with X.X. Xxxxxx AG (Frankfurt am Main/Germany office).
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Transfer of Trust Shares. On the Trust Effective Date:
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Related to Transfer of Trust Shares

  • Sale of Trust Shares 1.1 TRUST agrees to make available to the Separate Accounts of LIFE COMPANY shares of the selected Portfolios as listed in Appendix B for investment of proceeds from Variable Contracts allocated to the designated Separate Accounts, such shares to be offered as provided in TRUST's Prospectus.

  • Trust Certificates and Transfer of Interests SECTION 3.01 [Reserved].

  • Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement.

  • Purchase and Redemption of Trust Portfolio Shares 1.1. For purposes of this Article I, the Company shall be the Trust's agent for the receipt from each account of purchase orders and requests for redemption pursuant to the Contracts relating to each Portfolio, provided that the Company notifies the Trust of such purchase orders and requests for redemption by 9:30 a.m. Eastern time on the next following Business Day, as defined in Section 1.3.

  • Certificates and Transfer of Interests 9 Section 3.1 Initial Ownership 9 Section 3.2 The Certificates 9 Section 3.3 Authentication of Certificates 10 Section 3.4 Registration of Certificates; Transfer and Exchange of Certificates 10 Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates 12 Section 3.6 Persons Deemed Owners 13 Section 3.7 Access to List of Certificateholders’ Names and Addresses 13 Section 3.8 Maintenance of Office or Agency 14 Section 3.9 Appointment of Paying Agent 14

  • Registration and Transfer of Certificates (a) The Trustee shall cause to be kept a register (the “Register”) in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof.

  • Transfer of Notes (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Certificate and Transfer of Interest 8 SECTION 3.1. Initial Ownership..................................................... 8 SECTION 3.2. The Certificate....................................................... 8 SECTION 3.3. Authentication of Certificate......................................... 8 SECTION 3.4. Registration of Transfer and Exchange of Certificate.................. 9 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates..................... 9 SECTION 3.6.

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