Non-Transferability of Litigation Trust Interests. The Litigation Trust Interests have not been registered pursuant to the Securities Act of 1933, as amended, or any state securities law. If the Litigation Trust Interests constitute “securities,” the parties hereto intend that the exemption provisions of section 1145 of the Bankruptcy Code shall apply to the Litigation Trust Interests. The Litigation Trust Interests shall not be capable of being transferred, assigned, pledged or hypothecated, in whole or in part. Any purported transfer, assignment, pledge or hypothecation of a Litigation Trust Interest or any part thereof shall constitute a violation of this Section 3(d) and shall be void ab initio.
Non-Transferability of Litigation Trust Interests. No transfer, assignment, pledge or hypothecation of any Litigation Trust Interests, either in whole or in part, shall be permitted except with respect to a transfer by will or under the laws of descent and distribution. Any transfer permitted under this Section 3.4 will not be effective until and unless the Litigation Trustee receives written notice of such transfer.
Non-Transferability of Litigation Trust Interests. No transfer, assignment, pledge or hypothecation of any Litigation Trust Interests, either in whole or in part, shall be permitted except with respect to a transfer (a) by a Beneficiary to any corporation, partnership or other organization in which such Beneficiary is the beneficial owner of more than 50% of the equity securities (excluding directors qualifying shares) or equity interests; (b) by a Beneficiary to any person that owns, directly or indirectly, more than 50% of the voting securities of such Beneficiary, (c) by operation of law, or (d) by will or under the laws of descent and distribution; provided that the Reorganized Debtors shall be permitted to transfer their interests in the Litigation Trust as an Other Distributee to any wholly-owned subsidiary of New Topco. Any transfer permitted under this Section 3.5 will not be effective until and unless the Litigation Trustee receives written notice of such transfer. In addition to compliance with Article X hereof, the limitations imposed by this Section 3.5 on the transferability of Litigation Trust Interests may not be amended without the approval of the Bankruptcy Court after proper notice.
