Note Transfer Restrictions. (a) Unless otherwise provided in the related Supplement, in the case of any Notes issued by the Trust for which an Opinion of Counsel is not delivered that such Class of Notes will be treated as debt for federal income tax purposes (a "Restricted Note"), no sale, assignment, participation, transfer or other disposition (a "Transfer") of any such Restricted Note (or any interest therein) shall be made unless the Transferor and the Servicer shall have granted their prior consent to such Transfer, which consent shall not be unreasonably withheld. Moreover, in no event shall a transfer of a Restricted Note be permitted to a partnership, S corporation or grantor trust. The Transferor and Servicer shall not approve a Transfer of a Restricted Note and consent will be deemed to be reasonably withheld if the Transfer creates a substantial risk that the Trust would be taxable as a corporation for federal income tax purposes. Any Holder of a Restricted Note which wishes to effect a Transfer must deliver to the Transferor and the Servicer the following representation prior to the Transfer:
Note Transfer Restrictions. Each Noteholder agrees not to sell, transfer, pledge, encumber, assign or otherwise dispose of or hypothecate (including by gift or by contribution or distribution to any trust or similar instrument (collectively, “Transfer”)), or enter into any contract, option or other arrangement or understanding (including any profit sharing arrangement) with respect to the Transfer of, any of such Noteholder’s Notes other than pursuant to the terms hereof. Notwithstanding the foregoing, nothing herein shall be construed to prohibit the conversion of the Notes and any shares of Company Common Stock obtained by a Noteholder upon such conversion shall be deemed to constitute such Noteholder’s Shares for purposes of Section 2 of this Agreement, but shall not be deemed to constitute such Noteholder’s Shares for purposes of Section 3 of this Agreement. For avoidance of doubt, a Noteholder shall not be entitled to Transfer pursuant to Section 3 below any shares of Company Common Stock obtained by such Noteholder upon such conversion.
Note Transfer Restrictions. This Note may not be assigned, transferred, sold or otherwise disposed of (“Transfer”), or offered to be Transferred, by the Noteholder, except that the Noteholder may Transfer this Note, in whole or in part, to (i) an Affiliate of the Noteholder at any time (a “Permitted Affiliate Transfer”), or (ii) any Person upon the occurrence of an Event of Default pursuant to the terms set forth in Section 7 (in each case of (i) and (ii), such transferee, a “Permitted Transferee”) (such Transfer upon the occurrence of an Event of Default, a “Permitted EOD Transfer” and together with a Permitted Affiliate Transfer, a “Permitted Transfer”). Any purported Transfer that is not a Permitted Transfer will be null and void ab initio and unenforceable and the Issuer will not have any obligations to any such transferee.
Note Transfer Restrictions. (a) No Note may be sold, transferred, assigned, mortgaged, hypothecated, pledged or otherwise disposed of (any such sale, transfer, assignment, mortgage, hypothecation, pledge or other disposition is herein referred to as a “Transfer”), except in compliance with this Section 2.7.
Note Transfer Restrictions. The Investors agree that the Refinancing Note(s) may not be transferred or assigned by an Investor.
Note Transfer Restrictions. (a) Unless otherwise provided in the related Supplement, no sale, assignment, participation, transfer or other disposition (a "Transfer") (i) of any Class B Note (or any interest therein) shall be made unless the Seller shall have granted its prior written consent to such Transfer, provided, that the Seller shall not withhold its consent to any such Transfer unless such transfer would, in the reasonable opinion of the Seller or the Servicer, result in the Trust being deemed to be an association or a publicly traded partnership taxable as a corporation or (ii) of any Class C Note by the original Holder thereof (other than the Seller) shall be made unless the Seller, in its unfettered discretion, shall have granted its prior written consent to such Transfer. In no event shall a Transfer of a Partnership Note be permitted to a partnership, subchapter S corporation or grantor trust unless less than 50 percent of the aggregate value of the assets of such entity are attributable to interests in the Trust. Moreover, no Transfer of a Partnership Note shall be permitted except to a Person who is either (A)(i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity organized in or under the laws of the United States or any political subdivision thereof or (iii) a Person not described in (i) or (ii) whose ownership of the Partnership Note is effectively connected with such Person's conduct of a trade or business within the United States (within the meaning of the Code) and its ownership of any interest in a Partnership Note will not result in any withholding obligation with respect to any payments with respect the Partnership Notes by any Person (other than withholding, if any, under Section 1446 under the Code) or (B) an estate or trust the income of which is includable in gross income for United States Federal income tax purposes. Persons other than those described in clause A(iii) above shall provide a certification of non-foreign status signed under penalties of perjury to the Seller, the Servicer and the Issuer Trustee. If any Transfer is made to a Person described in clause (A)(iii) above, such Person shall furnish to the Seller, the Servicer and the Issuer Trustee, a properly executed U.S. Internal Revenue Service Form 4224 and a new Form 4224 upon the expiration or obsolescence of any previously delivered form (and such other certifications, representations or Opinions of Counsel as may be requested by the Seller, the Servi...
Note Transfer Restrictions. The Investor agrees that the Note(s) may not be transferred or assigned by the Investor, except to any Wholly-Owned Subsidiary of Pfizer Inc. or the Investor.
