Common use of Designation of Permitted Transferee Clause in Contracts

Designation of Permitted Transferee. The Trustee shall have the exclusive and absolute right to designate a Permitted Transferee of any and all Shares-in-Trust in an orderly fashion so as not to materially adversely affect the Market Price of its Shares-in-Trust. The Trustee shall designate any Person as a Permitted Transferee, provided, however, that (i) the Permitted Transferee so designated purchases for valuable consideration (whether in a public or private sale) the Shares-in-Trust, and (ii) the Permitted Transferee so designated may acquire such Shares-in-Trust without such acquisition resulting in a transfer to a Trust and the redesignation of such shares of Capital Stock so acquired as Shares-in-Trust under subsection B of this Article XIV. Upon the designation by the Trustee of a Permitted Transferee in accordance with the provisions of this subsection G(5), the Trustee shall (i) cause to be transferred to the Permitted Transferee that number of Shares-in-Trust acquired by the Permitted Transferee, (ii) cause to be recorded on the books of the Corporation that the Permitted Transferee is the holder of record of such number of shares of Capital Stock, as applicable, (iii) cause the Shares-in-Trust to be cancelled, and (iv) distribute to the Beneficiary any and all amounts held with respect to the Shares-in-Trust after making the payment to the Prohibited Owner pursuant to subsection G(6) of this Article XIV.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Brookfield Asset Management Inc.), Rights Agreement (Brookfield Property Partners L.P.), Rights Agreement (Brookfield Asset Management Inc.)

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Designation of Permitted Transferee. The Trustee shall have the exclusive and absolute right to designate a Permitted Transferee of any and all Excess Shares-in-Trust . As soon as reasonably practicable, in an orderly fashion so as not to materially adversely affect the Market Price Applicable Value of its the Excess Shares-in-Trust. The , the Trustee shall designate any Person as a Permitted Transferee, ; provided, however, that (i) the Permitted Transferee so designated purchases for valuable consideration (whether in a public or private sale) the Shares-in-Trust, Excess Shares and (ii) the Permitted Transferee so designated may acquire such Shares-in-Trust Excess Shares without such acquisition resulting in a transfer to a Separate Trust and the redesignation of such shares of Capital Stock Shares so acquired as Shares-in-Trust Excess Shares under subsection B of this Article XIVSection 9.3. Upon the designation by the Trustee of a Permitted Transferee in accordance with the provisions of this subsection G(5Section 9.11(v), the Trustee of a Separate Trust shall (iA) cause to be transferred to the Permitted Transferee that number of Shares-in-Trust Excess Shares acquired by the Permitted Transferee, (iiB) cause to be recorded on the books of the Corporation Separate Trust that the Permitted Transferee is the holder of record of such number of shares of Capital Stock, as applicable, (iii) cause the Shares-in-Trust to be cancelled, and (ivC) distribute to the Beneficiary any and all amounts held with respect to the Shares-in-Trust Excess Shares after making the payment to the Prohibited Owner pursuant to subsection G(6) of this Article XIVSection 9.11(vi).

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Jamestown Invest 1, LLC), Limited Liability Company Agreement (Jamestown Atlanta Invest 1, LLC), Limited Liability Company Agreement (Jamestown Atlanta Invest 1, LLC)

Designation of Permitted Transferee. The Trustee shall have the exclusive and absolute right to designate sell to a Permitted Transferee of any and all Sharesof a Partnership Interest-in-Trust in an orderly fashion so as not to materially adversely affect the Market Price of its SharesPartnership Interests-in-Trust. The Trustee shall designate any Person as a Permitted Transferee, provided, however, that (i) the Permitted Transferee so designated purchases shall purchase for valuable consideration (whether in a public or private sale) the SharesPartnership Interest-in-Trust, and (ii) the Permitted Transferee so designated may acquire such Shares-in-Trust without such acquisition resulting shall not be a Person whose purchase of the Partnership Interest would result in a transfer to a Trust and the redesignation re-designation of such shares of Capital Stock Partnership Interest so acquired purchased as Sharesa Partnership Interest-in-Trust under subsection B of this Article XIVSection 4.10(b). Upon the designation purchase by the Trustee of a Permitted Transferee in accordance with the provisions of this subsection G(5Section 4.10(g)(v), the Trustee shall (i) cause to be transferred to the Permitted Transferee that number of SharesPartnership Interest-in-Trust acquired by the Permitted Transferee, (ii) cause to be recorded on the books of the Corporation Partnership that the Permitted Transferee is the holder of record of such number of shares of Capital StockPartnership Interest, as applicable, (iii) cause the SharesPartnership Interest-in-Trust to be cancelled, and (iv) distribute to the Beneficiary any and all amounts held with respect to the SharesPartnership Interest-in-Trust after making the payment to the Prohibited Owner pursuant to subsection G(6) of this Article XIVSection 4.10(g)(vi).

Appears in 2 contracts

Samples: Limited Partnership Agreement (CrossAmerica Partners LP), Limited Partnership Agreement (Lehigh Gas Partners LP)

Designation of Permitted Transferee. The Trustee shall have the exclusive and absolute right to designate a Permitted Transferee of any and all Shares-in-Trust in an orderly fashion so as not to materially adversely affect the Market Price of its Shares-in-Trust. The Trustee shall designate any Person as a Permitted Transferee, provided, however, that (i) the Permitted Transferee so designated purchases for valuable consideration (whether in a public or private sale) the Shares-in-Trust, and (ii) the Permitted Transferee so designated may acquire such Shares-in-Trust without such acquisition resulting in a transfer to a Trust and the redesignation of such shares of Capital Stock so acquired as Shares-in-Trust under subsection B of this Article XIVXIII. Upon the designation by the Trustee of a Permitted Transferee in accordance with the provisions of this subsection G(5), the Trustee shall (i) cause to be transferred to the Permitted Transferee that number of Shares-in-Trust acquired by the Permitted Transferee, (ii) cause to be recorded on the books of the Corporation that the Permitted Transferee is the holder of record of such number of shares of Capital Stock, as applicable, (iii) cause the Shares-in-Trust to be cancelled, and (iv) distribute to the Beneficiary any and all amounts held with respect to the Shares-in-Trust after making the payment to the Prohibited Owner pursuant to subsection G(6) of this Article XIVXIII.

Appears in 1 contract

Samples: Separation Agreement (Rouse Properties, Inc.)

Designation of Permitted Transferee. The Special Trustee shall have the exclusive and absolute right to designate a Permitted Transferee of any and all Shares-in-Trust Trust. To the extent reasonably practicable, and in an orderly fashion so as not to materially adversely affect the Market Price of its the Shares-in-Trust. The , the Special Trustee shall designate any Person as a Permitted Transferee, providedPROVIDED, howeverHOWEVER, that (i) the Permitted Transferee so designated purchases for valuable consideration (whether in a public or private sale) the Shares-in-Trust, and (ii) the Permitted Transferee so designated may acquire such Shares-in-Trust without such acquisition resulting in a transfer to a Special Trust and the redesignation of such shares of Capital Stock so acquired as Shares-in-Trust under subsection B of this Article XIVSection 6.14(3) and (iii) the Trust shall have waived its right, pursuant to Section 6.16(7), to repurchase such Shares-in-Trust or such right shall have expired. Upon the designation by the Special Trustee of a Permitted Transferee in accordance with the provisions of this subsection G(5(5) (and the payment by the Permitted Transferee of the consideration provided in clause (i) above), the Special Trustee of a Special Trust shall (iA) cause to be transferred to the Permitted Transferee that number of Shares-in-Trust acquired by the Permitted Transferee, ; (iiB) cause to be recorded on the books of the Corporation Trust that the Permitted Transferee is the holder of record of such number of shares of Capital Stock, as applicable, (iii) cause the Shares-in-Trust to be cancelled, ; and (ivC) distribute to the Beneficiary any and all amounts held with respect to the Shares-in-Trust after making the payment to the Prohibited Owner provided for pursuant to subsection G(6) of this Article XIVSection 6.16(6).

Appears in 1 contract

Samples: Declaration of Trust (Mortgage & Realty Trust)

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Designation of Permitted Transferee. The Share Trustee shall have the exclusive and absolute right to designate a Permitted Transferee of any and all Shares-in-Trust in Trust. In an orderly fashion so as not materially and adversely to materially adversely affect the Market Price of its the Shares-in-Trust. The , the Share Trustee shall designate any Person as a Permitted Transferee, ; provided, however, that (i) the Permitted Transferee so designated purchases for valuable consideration (whether in a public or private sale) ), at a price as set forth in Section 16.02(g), the Shares-in-Trust, and (ii) the Permitted Transferee so designated may acquire such Shares-in-Trust without such acquisition resulting in a transfer to a Share Trust and the redesignation of such shares of Capital Equity Stock or Securities so acquired as Shares-in-Trust under subsection B of this Article XIVSection 16.01(c). Upon the designation by the Share Trustee of a Permitted Transferee in accordance with the provisions of this subsection G(5Section 16.02(e), the Share Trustee of a Share Trust shall (iw) cause to be transferred to the Permitted Transferee that number of Shares-in-Trust acquired by the Permitted Transferee, (iix) cause to be recorded on the books of the Corporation that the Permitted Transferee is the holder of record of such number of shares of Capital Stock, as applicableEquity Stock or principal amount of Securities, (iiiy) cause the Shares-in-Trust to be cancelled, and (ivz) distribute to the Charitable Beneficiary any and all amounts held with respect to the Shares-in-Trust after making the that payment to the Prohibited Owner Purported Record Transferee pursuant to subsection G(6) of this Article XIVSection 16.02(f).

Appears in 1 contract

Samples: Indenture (American Home Mortgage Investment Corp)

Designation of Permitted Transferee. The Trustee shall have the exclusive and absolute right to designate a Permitted Transferee of any and all Shares-in-Trust Trust. As soon as reasonably practicable, but in an orderly fashion so as not to materially adversely affect the Market Price of its the Shares-in-Trust. The , the Trustee shall designate any Person one or more Persons as a Permitted TransfereeTransferees, provided, however, that (i) the each such Permitted Transferee so designated purchases shall purchase for valuable consideration (whether in a public or private sale) the Shares-in-Trust, Trust and (ii) the each such Permitted Transferee so designated may acquire such Shares-in-Trust without such acquisition resulting in a transfer to a Trust and the redesignation of such shares of Capital Stock Depositary Shares so acquired as Shares-in-Trust under subsection B pursuant to the provisions of Section 5.3 of this Article XIV. V. Upon the designation by the Trustee of a Permitted Transferee in accordance with the provisions of this subsection G(5Section 5.12(e), the Trustee of a Trust shall (i) cause to be transferred to the Permitted Transferee that number of Shares-in-Trust acquired by the Permitted Transferee, ; (ii) cause to be recorded on the books of the Corporation Depositary that the Permitted Transferee is the holder of record of such number of shares of Capital Stock, as applicable, Depositary Shares; and (iii) cause the Shares-in-Trust to be cancelled, and (iv) distribute to the Beneficiary any and all amounts held with respect to the Shares-in-Trust after making the payment to the Prohibited Owner of the amount determined pursuant to subsection G(6Section 5.12(f) of this Article XIV.V.

Appears in 1 contract

Samples: Deposit Agreement (FelCor Lodging Trust Inc)

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