Title and Transfer. 2.01 Title to Bearer Covered Bonds, Receipts and Coupons passes by delivery. References herein to the “Holders” of Bearer Covered Bonds or of Receipts or Coupons are to the bearers of such Bearer Covered Bonds or such Receipts or Coupons.
Title and Transfer. Seller shall deliver to Buyer an Assignment of Membership Interests representing the Purchased Interest in substantially the form attached hereto as Exhibit E (the "Assignment of Membership Interest");
Title and Transfer. Title to the Bonds is evidenced by book entries, and each person shown in the Spanish Central Registry managed by Iberclear and in the registries maintained by the respective participating entities (entidades participantes) in Iberclear (the “Iberclear Members”) as having an interest in the Bonds shall be (except as otherwise required by Spanish law) considered the holder of the principal amount of the Bonds recorded therein. In these Conditions, “Bondholder” means, in respect of a Bond, the person in whose namesuch Bond is for the time being registered in the Spanish Central Registry managed by Iberclear or, as the case may be, the relevant Iberclear Member’s accounting book (or, in the case of a joint holding, the first named thereof) and “Bondholder” shall be construed accordingly. One or more certificates(each a “Certificate”) attesting to the relevant Bondholder’s holding of Bonds in the relevant registry will be delivered by the relevant Iberclear Member or, where the Bondholder is itself an Iberclear Member, by Iberclear (in each case, in accordance with the requirements of Spanish law and the relevant Iberclear Member’s or, as the case may be, Iberclear’s procedures) to such Bondholder upon such Bondholder’s request. The Bonds are issued without any restrictions on their transferability. Consequently, the Bonds may be transferred and title to the Bonds may pass (subject to Spanish law and to compliance with all applicable rules, restrictions and requirements of Iberclear or, as the case may be, the relevant Iberclear Member) upon registration in the relevant registry of each Iberclear Member and/or Iberclear itself, as applicable. Each Bondholder will be (except as otherwise required by Spanish law) treated as the absolute owner of the relevant Bonds for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest, or any writing on, or the theft or loss of, the Certificate issued in respect of it), and no person will be liable for so treating the Bondholder.
Title and Transfer. 3.4.1 Title to the bonds will be evidenced by book-entries, and each Bondholder shall be (except as otherwise required by Spanish law) considered the holder of the principal amount of the Bonds recorded therein. One or more Certificates will be delivered by the relevant Iberclear Member or, where the Bondholder is itself an Iberclear Member, by Iberclear (in each case, in accordance with the requirements of Spanish law and the relevant Iberclear Member’s or as the case may be, Iberclear’s procedures) to such Bondholder upon such Bondholder’s request.
3.4.2 The Bonds are issued without any restrictions on their transferability. Consequently, the Bonds may be transferred and title to the Bonds may pass (subject to Spanish law and to compliance with all applicable rules, restrictions and requirements of Iberclear or, as the case may be, the relevant Iberclear Member) upon registration in the relevant registry of each Iberclear Member and/or Iberclear itself, as applicable. Each Bondholder will be (except as otherwise required by Spanish law) treated as the absolute owner of the relevant Bonds for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or interest, or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the Bondholder.
Title and Transfer. The Company is the legal owner of the Senior Notes and has valid and marketable title to the Senior Notes, free and clear of any lien, pledge and encumbrance or any claim of any third party. As of the Closing Date, valid and marketable title to the Senior Notes will pass to DFC free and clear of any lien, pledge and encumbrance or any claim of any third party.
Title and Transfer. 4.1 The cash, undertaking and other assets of the Company comprised in the Rollover Pool and transferred under this Agreement shall be transferred to Aurora (or its nominee) with such rights and title as the Company may have in respect of the same or any part thereof subject to and with the benefit of all and any rights, restrictions, obligations, conditions and agreements affecting the same or any part thereof, including the right to all income, dividends, distributions, interest and other rights and benefits attaching thereto or accruing therefrom but excluding any such income, dividend, distribution, interest or other right or benefit on any investment marked "ex" that entitlement on or prior to the Calculation Date (which shall be deemed to form part of the Liquidation Pool).
4.2 The Company, acting by the Liquidators, shall insofar as they are reasonably able to do so by law or otherwise, comply with all reasonable requests made by Aurora (or its nominee) in respect of the cash, undertaking and other assets of the Company comprised in the Rollover Pool and, in particular, shall account to Aurora for all income, dividends, distributions, interest and other rights and benefits in respect of such cash, undertaking and other assets received after the Effective Date, but excluding any income, dividend, distribution, interest or other right or benefit on any investment marked "ex" that entitlement on or prior to the Calculation Date (which shall be deemed to form part of the Liquidation Pool).
4.3 The Company, acting by the Liquidators, hereby agrees, insofar as it is able to do so by law or otherwise, to enter into such undertakings, agreements, covenants, deeds or other arrangements as Xxxxxx shall reasonably require to enable it (or its nominee) to become the legal owner of the cash, undertaking and other assets of the Company comprised in the Rollover Pool.
4.4 No representation, warranty, undertaking or condition or other term is given, nor is any to be implied, on the part of the Company or the Liquidators, in their personal capacity as Liquidators, as to the title of the Company to any of the assets comprised in the Rollover Pool. However, so far as the Company and the Liquidators are aware, the assets comprised therein are assets which the Company (or its nominee) holds legal title to and which the Company holds the beneficial title to and are free from all or any mortgages, charges, liens, encumbrances and other third party rights or interests.
Title and Transfer. 2.1 Subject to the terms and conditions of this Agreement, CIBL shall be obliged to subscribe for and Anwell shall be obliged to issue to CIBL, the Convertible Note at the Issue Price on the Completion Date of this Agreement (with CIBL paying the Issue Price solely and entirely through the transfer to Anwell of the Sale Shares).
2.2 Title to the Convertible Note shall be evidenced by registration in the register of Noteholders which Anwell shall keep. Anwell may (except as otherwise required by law, or in respect of any permitted transfers of which Anwell shall have received written notice) deem and treat the person in whose name a Convertible Note is registered as the absolute owner thereof (whether or not such Convertible Note shall be overdue and notwithstanding any notice of ownership, trust or any interest therein or writing thereon or notice of any previous loss or theft thereof) for the purpose of receiving payment thereof or on account thereof and Anwell shall not be liable for so treating the person as the absolute owner.
2.3 A Convertible Note may be transferred in whole but not in part by CIBL only to any parent, affiliate or subsidiary of CIBL or as provided for in 2.4 below.
2.4 The Holder (in this Condition referred to as the “Transferor”) shall, subject as provided hereinafter, be entitled at any time and from time to time to transfer the Convertible Note(s) registered in its name (to be referred to hereinafter as the “Transferred Note(s)”) to any third party (the “Intended Transferee”) and Anwell hereby irrevocably consents to such transfer by the Holder PROVIDED THAT the Intended Transferee (if not already bound by the provisions of the Agreement) shall execute a deed of ratification and accession under which the Intended Transferee shall agree to be bound by and shall be entitled to the benefit of the Convertible Note as if an original party thereto in place of the Transferor to the extent of the Convertible Note(s) transferred to the intended Transferee.
2.5 A Convertible Note may be transferred by depositing the Certificate issued in respect of that Convertible Note, with the transfer form duly completed and signed, at the principal place of business (or other office notified to Noteholders) of Anwell which shall be in Singapore (the “Designated Office”).
2.6 Upon receipt of the Certificate, with the transfer form duly completed and signed, Anwell shall forthwith make a notation on the register of Noteholders to the effect that the Conv...
Title and Transfer. DFC, or its affiliates, are the legal owner of and have valid and marketable title to the Securitization Residuals, the Non-Performing Loan Trust Residual and the Other Consideration, free and clear of any lien, pledge and encumbrance or any claim of any third party. As of the Closing Date, valid and marketable title to the Securitization Residuals, the Non-Performing Loan Trust Residual and the Other Consideration will pass to the Company free and clear of any lien, pledge and encumbrance or any claim of any third party.
Title and Transfer. Title to the Perpetual Capital Securities passes only by registration in the Perpetual Capital Securities Register. The holder of any Perpetual Capital Security will (except as otherwise required by law) be treated as its absolute owner for all purposes (regardless of any notice of ownership, trust or any interest or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the holder. No transfer of Perpetual Capital Securities shall be valid unless made in the form endorsed on the Certificate or in such other form as the Society may agree, which form shall be duly completed and signed (as appropriate) and presented to the Registrar. Title to the Perpetual Capital Securities will pass upon registration of such transfer in the Perpetual Capital Securities Register.
Title and Transfer. 2.01 Title to Bearer Notes, Receipts and Coupons passes by delivery. References herein to the Holders of Bearer Notes or of Receipts or Coupons are to the bearers of such Bearer Notes or such Receipts or Coupons.
2.02 Title to Registered Notes passes by registration in the register which the Issuer shall procure to be kept by the Registrar. References herein to the Holders of Registered Notes are to the persons in whose names such Registered Notes are so registered in the relevant register.
2.03 The Holder of any Bearer Note, Receipt, Coupon or Registered Note will (except as otherwise required by applicable law or regulatory requirement) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest thereof or therein, any writing thereon, or any theft or loss thereof) and no person shall be liable for so treating such Holder.
