Common use of Certificate Transfer Restrictions Clause in Contracts

Certificate Transfer Restrictions. (a) The Certificates may not be acquired by or for the account of (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code that is subject to Section 4975 of the Internal Revenue Code, (iii) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Internal Revenue Code, (iv) an entity whose underlying assets include plan assets by reason of a plan’s investment in the entity (within the meaning of Section 3(42) of ERISA and Department of Labor Regulation 29 C.F.R. Section 2510.3-101) or (v) a person investing “plan assets” of any such plan (including, for purposes of this clause (a), an insurance company general account, but excluding any entity registered under the 1940 Act). (b) No transfer (or purported transfer) of a Certificate (or economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder, and none of the Issuer, the Owner Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Issuer and the Certificate Registrar that: (i) it is acquiring the Certificates for its own account and is the sole beneficial owner of such Certificates; and (ii) the transfer is not being effected on or through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (B) a “secondary market” or “substantial equivalent thereof’ within the meaning of Section 7704(b)(2) of the Code and any Treasury Regulations thereunder; (c) Notwithstanding anything to the contrary in this Agreement, no transfer (or purported transfer) of any Certificate (or any economic interest therein) shall be effective, and any such transfer (or purported transfer) shall be void ab initio if, after such transfer (or purported transfer), there would be more than seventy-five (75) Certificateholders (where, for purposes of determining the number of Certificateholders, a Person (beneficial owner) owning an interest in a partnership, grantor trust, or S corporation (“flow-through entity”), that owns, directly or through other flow-through entities, an interest in the Issuer, is treated as a Certificateholder if more than fifty percent (50%) of the value of such beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer) unless the transferee delivers an Opinion of Counsel, in a form acceptable to the Certificate Registrar, that the transfer will not cause the Issuer to become a publicly traded partnership for U.S. federal income tax purposes.

Certificate Transfer Restrictions. (a) The Certificates may not be acquired by or for the account of (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code that is subject to Section 4975 of the Internal Revenue Code, (iii) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state State or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Internal Revenue Code, (iv) an entity whose underlying assets include plan assets by reason of a plan’s investment in the entity (within the meaning of Section 3(42) of ERISA and Department of Labor Regulation 29 C.F.R. Section 2510.3-101) or (v) a person investing “plan assets” of any such plan (including, for purposes of this clause (a), an insurance company general account, but excluding any entity registered under the 1940 Act). (b) No transfer (or purported transfer) of a Certificate (or economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder, and none of the Issuer, the Owner Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Issuer and the Certificate Registrar that: (i) it is acquiring the Certificates for its own account and is the sole beneficial owner of such Certificates; and (ii) the transfer is not being effected on or through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (B) a “secondary market” or “substantial equivalent thereof’ within the meaning of Section 7704(b)(2) of the Code and any Treasury Regulations thereunder; (c) Notwithstanding anything to the contrary in this Agreement, no transfer (or purported transfer) of any Certificate (or any economic interest therein) shall be effective, and any such transfer (or purported transfer) shall be void ab initio if, after such transfer (or purported transfer), there would be more than seventy-five (75) Certificateholders (where, for purposes of determining the number of Certificateholders, a Person (beneficial owner) owning an interest in a partnership, grantor trust, or S corporation (“flow-through entity”), that owns, directly or through other flow-through entities, an interest in the Issuer, is treated as a Certificateholder if more than fifty percent (50%) of the value of such beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer) unless the transferee delivers an Opinion of Counsel, in a form acceptable to the Certificate Registrar, that the transfer will not cause the Issuer to become a publicly traded partnership for U.S. federal income tax purposes.

Certificate Transfer Restrictions. (a) The Certificates may not be acquired by or for the account of (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code that is subject to Section 4975 of the Internal Revenue Code, (iii) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state State or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Internal Revenue Code, (iv) an entity whose underlying assets include plan assets by reason of a plan’s investment in the entity (within the meaning of Section 3(42) of ERISA and Department of Labor Regulation 29 C.F.R. Section 2510.3-101) or (v) a person investing “plan assets” of any such plan (including, for purposes of this clause (a), an insurance company general account, but excluding any entity registered under the 1940 Act). (b) No transfer (or purported transfer) of a Certificate (or economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and ; any such transfer (or purported transfer) shall be void ab initio, and ; no Person shall otherwise become a Certificateholder, and none of the Issuer, the Owner Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to the Issuer and the Certificate Registrar that: (i) it is acquiring the Certificates for its own account and is the sole beneficial owner of such Certificates; and (ii) the transfer is not being effected on or through (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (B) a “secondary market” or “substantial equivalent thereof’ within the meaning of Section 7704(b)(2) of the Code and any Treasury Regulations thereunder; (c) Notwithstanding anything to the contrary in this Agreement, no transfer (or purported transfer) of any Certificate (or any economic interest therein) shall be effective, and any such transfer (or purported transfer) shall be void ab initio if, after such transfer (or purported transfer), there would be more than seventy-five (75) Certificateholders (where, for purposes of determining the number of Certificateholders, a Person (beneficial owner) owning an interest in a partnership, grantor trust, or S corporation (“flow-through entity”), that owns, directly or through other flow-through entities, an interest in the Issuer, is treated as a Certificateholder if more than fifty percent (50%) of the value of such beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer) unless the transferee delivers an Opinion of Counsel, in a form acceptable to the Certificate Registrar, that the transfer will not cause the Issuer to become a publicly traded partnership for U.S. federal income tax purposes.