Pooling Trust Agreement Sample Clauses

Pooling Trust Agreement. The Sellers signed a pooling trust agreement ------------------------ with the pooling trustee in accordance with exhibit 1, to the effect that the number of shares of Cybernet stock determined according to section 3.5 above are held on behalf of the Buyers and thus Cybernet shares of stock may not be sold until released by the pooling trustee. The release by the pooling trustee shall be based on a volume of thirty-three percent (33%) one year after the option closing date, to be followed by a volume of another thirty-three percent (33%) two years after the option closing date and the remaining volume of thirty-four percent (34%) three years after the option closing date.
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Pooling Trust Agreement. The MSO Stockholder will have executed a pooling trust agreement (the "Pooling Trust Agreement"), substantially acceptable to MSO Inc., with Xx. Xxxxxx Xxxxxx or such other person or entity mutually agreed upon by the parties (the "Pooling Trustee") providing that the MSO Inc. shares making up the Purchase Price shall be held by the Pooling Trustee and not sold until released by the Pooling Trustee, that ten percent (10%) of such MSO Inc. shares shall be released on July 1, 1999, that an additional thirty percent (30%) of such shares shall be released on July 1, 2000, , that an additional thirty percent (30%) of such shares shall be released on July 1, 2001 and that the remainder of such shares shall be released on July 1, 2002.
Sample 1
Pooling Trust Agreement. The Flashnet Stockholders who receive part of ----------------------- the Consideration in Cybernet Stock will have executed a pooling trust agreement (the "Pooling Trust Agreement"), subject to the terms and conditions as set forth in the Pooling Trust Agreement attached as Exhibit 2, with a pooling --------- trustee (the "Pooling Trustee") providing that the Cybernet Stock making up a part of the Purchase Price shall be held by the Pooling Trustee and not sold until released by the Pooling Trustee, that thirty-three percent (33%) of such Cybernet shares shall be released on the first anniversary of the Closing date, that further thirty-three percent (33%) of such Cybernet shares shall be released on the second anniversary of the Closing date and that the remaining thirty-four percent (34%) of such Cybernet shares shall be released on the third anniversary of the Closing date.
Sample 1
Pooling Trust Agreement. The Stockholders will have executed a pooling trust agreement (the "Pooling Trust Agreement"), substantially acceptable to Cyber U.S., with Dr. Xxxxxx Xxxxxx, Rechtsanwalt (the "Pooling Trustee") providing that the Cyber U.S. shares making up the Consideration and any Cyber U.S. Stock issued in connection therewith shall be held by the Pooling Trustee and not sold, except to another Stockholder, until released by the Pooling Trustee, that twenty-five percent (25%) of such Cyber U.S. shares shall be released on January 1, 1999, that an additional 25% of such shares shall be released on January 1, 2000, that the remainder of such shares shall be released on January 1, 2001 and that the Stockholders shall have a right pari passu of first refusal to purchase any of the shares held by the Pooling Trustee that a Stockholder desires to sell.
Sample 1
Pooling Trust Agreement. All of the Stockholders will have executed the Pooling Trust Agreement with the Pooling Trustee providing that the Cyber U.S. shares making up the Consideration shall be held by the Pooling Trustee and not sold, except to another Stockholder, until released by the Pooling Trustee, that twenty-five percent (25%) of such Cyber U.S. shares shall be released on January 1, 1999, that an additional 25% of such shares shall be released on January 1, 2000, that the remainder of such shares shall be released on January 1, 2001 and that the Stockholders shall have a right pari passu of first 5 refusal to purchase any of the shares held by the Pooling Trustee that a Stockholder desires to sell.
Sample 1
Pooling Trust Agreement of such CYBERNET shares shall be released on the first anniversary of the Closing date, that twenty percent (20%) of such CYBERNET shares shall be released on the second anniversary of the Closing date, that twenty percent (20%) of such CYBERNET shares shall be released on the third anniversary of the Closing date, that twenty percent (20%) of such CYBERNET shares shall be released on the fourth anniversary of the Closing date, and that twenty percent (20%) of such CYBERNET shares shall be released on the fifth anniversary of the Closing date.
Sample 1

Related to Pooling Trust Agreement

  • The Trust Agreement The Trust Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

  • Trust Agreement The Trust Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the Company, enforceable against the Company, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Pooling Agreement The Pooling Agreement, dated as of the Closing Date, between the Seller and the Depositor, as amended, supplemented or modified from time to time.

  • of the Trust Agreement Subject to the terms of the Trust Agreement, the principal payable on this Class E Certificate shall be paid on each Payment Date during the term of the Trust Agreement, beginning on the Initial Payment Date. All payments of principal with respect to all of the Class E Certificates of a Series shall be made on a pro rata basis based upon the ratio that the Outstanding Principal Amount of a Class E Certificate bears to the Outstanding Principal Amount of all Class E Certificates of such Series; provided that, i -------- as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be reduced to the nearest whole cent. In addition, the Certificate Prepayment Fee Amount, if any, shall be distributed on each Payment Date to the Holders of the Class E Certificates to the extent such Class is receiving a distribution of Prepaid Principal Amount on such date. All payments of Certificate Prepayment Fee Amounts with respect to the Class E Certificates shall be made prorata based upon the ratio of the Outstanding Principal Amount of this Certificate to the Outstanding Principal Amount of Class E Certificates of this Series, provided that if as a result of such proration, a portion of such payment would be less than $0.01, then such payment shall be reduce to the nearest whole cent. The interest and principal so payable on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). The principal and interest on this Certificate are payable by wire transfer in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class E Certificates of the 1999-1 Series and all other Series of Class E Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class E Certificateholders equally and ratably without prejudice, priority or distinction between any Class E Certificate by reason of time of issue or otherwise. The Class E Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class E Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments of interest on the Class E Certificates are senior to such payments on other Classes having a lower credit rating from the Rating Agency and are subordinate to payments of interest on any Classes having a higher credit rating form the Rating Agency. Payments of principal in the Class E Certificates are senior to payments of principal on other classes having a lower credit rating from the Rating Agency and are subordinate to such payments on any Class having a higher credit rating from the Rating Agency. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class E Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class E Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class E Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay the principal of and interest on this Class E Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.

  • Collateral Trust Agreement This Article 12 and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement. The Company consents to, and agrees to be bound by, the terms of the Collateral Trust Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms therewith.

  • Custody of Trust Student Loan Files To assure uniform quality in servicing the Trust Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act for the benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments (collectively the “Trust Student Loan Files”) which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer with respect to each Trust Student Loan:

  • Servicing Agreement A Servicer Default shall have occurred and be continuing; or

  • Owner Trustee May Own Trust Certificates and Notes The Owner Trustee in its individual or any other capacity may become the owner or pledgee of Trust Certificates or Notes and may deal with the Depositor, the Administrator, the Indenture Trustee and the Servicer in banking transactions with the same rights as it would have if it were not Owner Trustee.

  • The Owner Trustee Section 3.01.

  • Owner Trustee Not Liable for Trust Certificates The recitals contained herein and in the Trust Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Trust Certificates and its representations and warranties in Section 7.03) shall be taken as the statements of the Transferor and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, any other Basic Document or the Trust Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Trust Certificates) or the Notes or any offering document relating to either of them. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity or enforceability of any Basic Document to which the Owner Trustee is to be a party (except for enforceability against the Owner Trustee), or the perfection and priority of any security interest created by or under any Basic Document, or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to Trust Certificateholders or to the Noteholders under the Indenture, or the validity of the transfer of the 20[__]-[__] SUBI Certificate to the Issuer, or for the compliance by the Transferor, the Administrator or the Servicer with any warranty or representation made under any Basic Document or for the accuracy of any such warranty or representation or for any action of the Administrator, the Servicer or the Indenture Trustee taken in the name of the Owner Trustee.

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