Transfer and Ownership. By this Agreement and the simultaneous exchange of the Seller Certificates by Seller for payment in full of the Purchase Price by Purchaser at the Closing, Seller hereby irrevocably grants, bargains, sells and conveys to Purchaser, and Purchaser accepts, all legal, equitable and beneficial ownership, and right, title and interest in and to the Purchased Shares. Seller shall retain all legal, equitable and beneficial ownership, and right, title and interest in and to all Shares owned by Seller (including the "Excess Shares," as hereinafter defined, and any other Shares of Common Stock owned or hereafter acquired by Seller) other than the Purchased Shares.

Transfer and Ownership. The GDRs are in registered form, each corresponding to [one] Share. Title to the GDRs passes by registration in the Register and accordingly, transfer of title to a GDR is effective only upon such registration. The Depositary will refuse to accept for transfer any GDRs if it reasonable believes that such transfer would result in violation of any applicable laws. The Holder of any GDR will (except as otherwise required by law) be treated by the Depositary and the Company as its beneficial owner for all purposes (whether or not any payment or other distribution in respect of such GDR is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or theft or loss of any certificate issued in respect of it) and no person will be liable for so treating the Holder. Interests in Rule 144A GDRs corresponding to the Master Rule 144A GDR may be transferred to a person whose interest in such Rule 144A GDRs is subsequently represented by the Master Regulation S GDR only upon receipt by the Depositary of written certifications (in the forms provided in the Deposit Agreement) from the transferor and the transferee to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). Prior to expiration of the Distribution Compliance Period, no owner of Regulation S GDRs may transfer Regulation S GDRs or Shares represented thereby except in accordance with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act or to, or for the account of, a qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act (each a "QIB") in a transaction meeting the requirements of such Rule 144A. There shall be no transfer of Regulation S GDRs by an owner thereof to a QIB except as aforesaid and unless such owner (i) withdraws Regulation S Shares from the Regulation S Facility in accordance with Clause 3.5 of the Deposit Agreement and (ii) instructs the Depositary to deliver the Shares so withdrawn to the account of the Custodian to be deposited into the Rule 144A Facility for issuance thereunder of Rule 144A GDRs to, or for the account of, such QIB. Issuance of such Rule 144A GDRs shall be subject to the terms and conditions of the Deposit Agreement, including, with respect to the deposit of Shares and the issuance of Rule 144A GDRs, delivery of the duly executed and completed written certificate and...

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Transfer and Ownership. The Preferred Shares represented by the Depositary Shares that are evidenced by this Depositary Receipt are subject to restrictions on transfer and ownership for the purpose of the Corporation’s maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the Depositary Shares are subject to these restrictions on transfer and ownership based on the value of Preferred Shares represented by such Depositary Shares. Except as otherwise provided by the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), no Person may Acquire Beneficial Ownership of shares of capital stock in excess of 9.225% (or such greater percentage as may be determined by the Board of Directors of the Corporation) in value of the outstanding capital stock of the Corporation (unless such Person is an Existing Holder). Separate restrictions regarding Existing Holders are set forth in Article XII of the Certificate of Incorporation. In addition, the Certificate of Incorporation further prohibits any Person from Acquiring shares of the Corporation’s capital stock if, as a result of the Acquisition: (i) the Corporation would be “closely held” within the meaning of Section 856(h) of the Code; (ii) the capital stock would be directly or indirectly owned by fewer than 100 Persons; or (iii) the Corporation would fail to qualify as a “domestically controlled REIT” under the Code. Any Person who Acquires or attempts to Acquire Beneficial Ownership of shares of capital stock in excess of the above limitations must immediately notify the Corporation. Any such Person who is a stockholder of record, an Actual Owner, or a Beneficial Owner of capital stock and each Person who is holding capital stock for an Actual Owner or a Beneficial Owner, as defined in Article XII of the Certificate of Incorporation shall provide to the Corporation written ownership information as required by Article XII of the Certificate of Incorporation. Any shares of capital stock so held may be subject to mandatory redemption or sale in certain events, and certain purported Transfers of shares of capital stock in violation of the restrictions in Section 12.2 of the Certificate of Incorporation shall be void ab initio and shall result in the automatic exchange of the shares of capital stock in excess of such limitations for shares of Excess Stock which shall be held in trust by the Corporation. A Person who...

Transfer and Ownership. Subject to the consent of the Issuer (which consent shall not be unreasonably be withheld), each Noteholder may transfer the Notes held by it (or any of them) to any other person. Transfers (as well as exposure transfers; including sub-participations) will be permissible only as long as the Swiss Non-Bank Rules are respected. For the avoidance of doubt, transfers shall always be permissible as long as there are not more than five lenders that are not Swiss Qualifying Banks in aggregate under this Agreement. The Notes may only be transferred or otherwise disposed of by way of a written declaration of assignment (Abtretungserklarung) of the transferring Noteholder or an assignment agreement (Abtretungsvertrag) entered into between the transferring Noteholder and the transferee. The transfer shall only be effective with the entry of the transferee in the Register (as defined below).

Transfer and Ownership. Upon the termination of this Agreement, Agency shall return, transfer, assign and make available to Client, or its representative, all property and materials in Agency's possession or control provided to Agency by Client. Also upon termination of this Agreement, Agency shall transfer, assign and make available to Client, or its representative, all property and materials in Agency's possession or control created by Agency for Client, provided that Client has paid for such property and materials. Agency will also cooperate in transferring, with approval of third parties in interest, all reservations, contracts and arrangements with advertising media or others for advertising time or space or materials yet to be used, and all related rights and claims, upon being duly released from such obligations. As between Client and Agency, Client shall own all rights including, without limitation, all intellectual property rights, to any advertising or materials which are produced for Client by Agency prior to the effective termination of this Agreement. In this regard, Agency shall proceed promptly upon Client's approval to complete production of any such materials during the applicable termination notice period. Agency agrees to take all steps and to execute such documents as may be requested by Client from time to time, and at Client's expense to protect or record Client's interests in such materials. Agency agrees that Client shall retain all right, title and interest in and to its intellectual property, including, without limitation, its copyrightable material, trademarks, service marks and trade dress, and that all use of such intellectual property shall inure to the benefit of the Client. As soon as the same is agreed upon by Agency and Client, an incentive compensation arrangement for Agency will be added to this Agreement as Appendix 1. If this Agreement is terminated by either party, all references to incentive compensation arrangements in Appendix 1 will be prorated by the percentage of the applicable term of the Agreement elapsed at that time.

Transfer and Ownership. 3.1 The ADSs are in registered form, each corresponding to 100 Shares. Title to the ADSs passes by registration in the Register and accordingly, transfer of title to an ADS is effective only upon such registration. The Depositary will refuse to accept for transfer any ADSs if it reasonably believes that such transfer would result in violation of any applicable laws. The Holder of any ADS will (except as otherwise required by law) be treated by the Depositary and the Company as its beneficial owner for all purposes (whether or not any payment or other distribution in respect of such ADS is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or theft or loss of any certificate issued in respect of it) and no person will be liable for so treating the Holder. 3.2 Notwithstanding the provisions of Condition 3.1 to the contrary, the Holder and the Depositary acknowledge that the DRS and Profile System shall apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. 3.3 In accordance with the arrangements and procedures relating to DRS and Profile System, the Holder acknowledges that the Depositary will not, and will be under no obligation to, verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of a Holder in requesting a registration of transfer and delivery (as describe above) has the actual authority to act on behalf of the Holder (notwithstanding any requirements under the Uniform Commercial Code from time to time in effect in the State of New York). Without limiting the generality thereof, the provisions of Condition 14 shall apply equally to matters arising from the use of the DRS, and the Holder agrees that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS and Profile Systems, in accordance with this Deposit Agreement, shall not constitute negligence or bad faith on the party of the Depositary.

Related to Transfer and Ownership

Transfer and Ownership of Warrants (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with: (i) the conditions herein; (ii) such reasonable requirements as the Warrant Agent may prescribe; and (iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate or DRS Advice, as applicable. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. (b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a). (c) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Record Ownership The Company, or its attorney, shall maintain a register of the Holder of the Debentures (the "Register") showing their names and addresses and the serial numbers and principal amounts of Debentures issued to them. The Register may be maintained in electronic, magnetic or other computerized form. The Company may treat the person named as the Holder of this Debenture in the Register as the sole owner of this Debenture. The Holder of this Debenture is the person exclusively entitled to receive payments of interest on this Debenture, receive notifications with respect to this Debenture, convert it into Common Stock and otherwise exercise all of the rights and powers as the absolute owner hereof.
License and Ownership 10.1. All rights, including intellectual property rights, in and to work product delivered as a result of Professional Services under this Agreement shall be owned by BSA. For the avoidance of doubt, work product that constitutes a BSA Software Product, or portion thereof shall be governed by Section A of this Agreement, including Section 1.1
Risk and Ownership Subject to clause C13 above, risk in the Goods shall, without prejudice to any other rights or remedies of the Authority (including the Authority’s rights and remedies under clause C16 below) pass to the Authority when delivery is completed to the Authority’s reasonable satisfaction.
TRANSFER AND SUB-CONTRACTING 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval. 31.2 Notwithstanding the provisions of Clause 31.1 above, the Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which: 31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and 31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval. 31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times. 31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that: 31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority; 31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or 31.4.3 the Sub-Contractor employs unfit persons; 31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above, the Supplier shall remain responsible for maintaining the provision of the Services. 31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing. 31.7 The Authority shall be entitled to: 31.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or 31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority. 31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer or disposal made pursuant to Clause 31.7 above.
RESERVATION OF RIGHTS AND OWNERSHIP PFU or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is protected by copyright and other intellectual property laws and treaties. Except as expressly stated herein, this XXXX does not grant you any intellectual property rights in the Software. All rights not expressly granted are reserved by PFU and its suppliers.
Title and Ownership Contractor warrants and represents that it has (i) full ownership, clear title free of all liens, or (ii) the right to transfer or deliver specified license rights to any Products
Capitalization and Ownership (a) Section 3.4(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of all the issued and outstanding shares of the capital stock of the Acquired Company. Section 3.4(a) of the Seller Disclosure Schedule includes an up-to-date excerpt from the commercial register and no material filings to the commercial register have been made, or should have been made, that have not been registered. The Shares represent all of the issued and outstanding shares of the capital stock of the Acquired Company. The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule. Upon payment in full of the Purchase Price, good and valid title to the Shares will pass to the Purchaser (or its Designated Affiliate), free and clear of any Encumbrances, and with no restrictions on the voting rights or other incidents of record and beneficial ownership of such Shares. All of the Shares are duly authorized, validly issued, fully paid and nonassessable. There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares. Other than the Shares, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Acquired Company is a party or which are binding upon the Acquired Company providing for the issuance or redemption of any shares of the Acquired Company’s capital stock. (b) The Acquired Company does not own or have any rights to acquire, directly or indirectly, any capital stock or other equity interests of any Person. (c) No bankruptcy, insolvency or dissolution proceedings are applied for, pending or, to the Seller’s Knowledge, threatened with respect to the Acquired Company or the Share Selling Affiliate. Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcy, insolvency or dissolution.
POLICY TITLE AND OWNERSHIP Title and ownership shall reside in the Bank for its use and for the use of the Insured all in accordance with this Agreement. The Bank alone may, to the extent of its interest, exercise the right to borrow or withdraw on the policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject Split Dollar policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.
Confidentiality and Ownership The Executive acknowledges and agrees that the Confidential Information (as defined in Paragraph 5(A) below) is the property of the Corporation, its subsidiaries and affiliates. Accordingly, the Executive agrees as follows:

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