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. 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. 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. 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. 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. (i) SHARES HELD BY THE XXXXXXXXX TRUST.
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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.

  • Voting of Trust Shares With respect to any matter put to vote by the holders of Trust shares ("Voting Shares"), the Company will provide "pass-through" voting privileges to owners of Contracts registered with the SEC as long as the 1940 Act requires such privileges in such cases. In cases in which "pass-through" privileges apply, the Company will (i) solicit voting instructions from Contract Owners of SEC-registered Contracts; (ii) vote Voting Shares attributable to Contract Owners in accordance with instructions or proxies timely received from such Contract Owners; and (iii) vote Voting Shares held by it that are not attributable to reserves for SEC-registered Contracts or for which it has not received timely voting instructions in the same proportion as instructions received in a timely fashion from Owners of SEC-registered Contracts. The Company shall be responsible for ensuring that it calculates "pass-through" votes for the Account in a manner consistent with the provisions set forth above and with other Participating Insurance Companies. Neither the Company nor any of its affiliates will in any way recommend action in connection with, or oppose or interfere with, the solicitation of proxies for the Trust shares held for such Contract Owners, except with respect to matters as to which the Company has the right under Rule 6e-2 or 6e-3(T) under the 1940 Act, to vote Voting Shares without regard to voting instructions from Contract Owners.

  • 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.

  • Transfer of the Certificates (a) A Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate, subject to the restrictions set forth in Section 3.5 and this Section 3.7. By accepting and holding a Certificate (or any interest therein), the holder thereof (and, if the holder is a Plan, its fiduciary) shall be deemed to have represented and warranted that it is not acquiring the Certificates (or any interest therein) on behalf of or with any assets of, a Benefit Plan or Plan that is subject to Similar Law. Subject to the transfer restrictions contained herein and in the Certificate, each Certificateholder may transfer all or any portion of the Percentage Interest evidenced by such Certificate upon delivery to the Certificate Registrar of the documents required by Section 3.5 and this Section 3.7 and, in the case of a Definitive Certificate, surrender of such Definitive Certificate to the Certificate Registrar. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon (i) in the case of a Definitive Certificate, surrender of such Certificate to the Certificate Registrar accompanied by (x) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Certificate Registrar may reasonably require and (y) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit B, and (ii) delivery of the documents required by clause (c) hereof and such other documentation as may be required by the Certificate Registrar or the Owner Trustee to comply with Applicable Law (as defined in Section 7.8). No transfer will be effectuated hereunder by the Certificate Registrar or the Owner Trustee unless each of the Certificate Registrar and the Owner Trustee has received the transfer documentation required by it hereunder. Promptly upon the receipt of such documents and, in the case of a Definitive Certificate, receipt by the Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall record the name of such transferee as a Certificateholder and its Percentage Interest in the Certificate Register and, in the case of a Definitive Certificate, the Owner Trustee shall execute, and the Certificate Registrar shall authenticate and deliver, to such Certificateholder a Certificate evidencing such Percentage Interest. As a condition precedent to any registration of transfer under this Section 3.7, the Certificate Registrar may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. In the event a transferor transfers only a portion of its Percentage Interest, the Owner Trustee shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferor, a new Certificate evidencing such transferor’s new Percentage Interest. Subsequent to a transfer and upon the issuance of a new Definitive Certificate or Definitive Certificates, the Certificate Registrar shall cancel and destroy the Definitive Certificate surrendered to it in connection with such transfer. Unless otherwise provided under applicable law, the Owner Trustee, the Certificate Registrar and the Indenture Trustee shall treat the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, without regard to any notice to the contrary.

  • Purchase and Redemption of Trust Portfolio Shares 3.1 We will make shares of the Portfolios available to the Accounts for the benefit of the Contracts. The shares will be available for purchase at the net asset value per share next computed after we (or our agent) receive a purchase order, as established in accordance with the provisions of the then current prospectus of the Trust. Notwithstanding the foregoing, the Trust's Board of Trustees ("Trustees") may refuse to sell shares of any Portfolio to any person, or may suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Trustees, they deem such action to be in the best interests of the shareholders of such Portfolio. Without limiting the foregoing, the Trustees have determined that there is a significant risk that the Trust and its shareholders may be adversely affected by investors whose purchase and redemption activity follows a market timing pattern, and have authorized the Trust, the Underwriter and the Trust's transfer agent to adopt procedures and take other action (including, without limitation, rejecting specific purchase orders) as they deem necessary to reduce, discourage or eliminate market timing activity. You agree to cooperate with us to assist us in implementing the Trust's restrictions on purchase and redemption activity that follows a market timing pattern.

  • ISSUANCE, REDEMPTION AND TRANSFER OF SHARES A. UMBFS agrees to accept purchase orders and redemption requests with respect to the Shares of each Fund via postal mail, telephone or personal delivery on each Fund Business Day in accordance with such Fund's Prospectus; provided, however, that UMBFS shall only accept purchase orders from states in which the Shares are qualified for sale, as indicated from time to time by the Trust. UMBFS shall, as of the time at which the net asset value of each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the net asset value per Share of the respective Fund specified in an advice received on such Fund Business Day from or on behalf of the Fund. UMBFS shall not be responsible for the payment of any original issue or other taxes required to be paid by the Trust in connection with the issuance of any Shares in accordance with this Agreement. UMBFS shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and UMBFS shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer or such other methods to which the parties shall mutually agree.

  • Transfer of Preferred Shares Subject to compliance with applicable securities laws, Treasury shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Preferred Shares at any time, and the Company shall take all steps as may be reasonably requested by Treasury to facilitate the Transfer of the Preferred Shares, including without limitation, as set forth in Section 4.4, provided that Treasury shall not Transfer any Preferred Shares if such transfer would require the Company to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Company was not already subject to such requirements. In furtherance of the foregoing, the Company shall provide reasonable cooperation to facilitate any Transfers of the Preferred Shares, including, as is reasonable under the circumstances, by furnishing such information concerning the Company and its business as a proposed transferee may reasonably request and making management of the Company reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement.

  • 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

  • Transfer of the Shares Prior to the termination of this ---------------------- Agreement, except as otherwise provided herein, the Shareholder shall not: (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to the Shares; (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Shareholder's obligations hereunder or the transactions contemplated hereby.

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