Transfer of Certificates. In the event any Certificateholder shall wish to transfer such Certificate, the Depositor shall provide to such Certificateholder and any prospective transferee designated by such Certificateholder information regarding the Certificates and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the Securities Act, pursuant to the exemption from registration provided by Rule 144A.
Transfer of Certificates. As soon as practicable after each surrender of Call Warrants in whole or in part on the Call Date and upon satisfaction of all other requirements described in the Call Warrants and in Section 1.1 hereof, the Warrant Agent shall instruct the Trustee as follows:
(a) if Call Warrants are being exercised by any Warrant Holder other than the Depositor or any Affiliate of the Depositor, to cause the Called Certificates to reflect the Warrant Holder's beneficial ownership of such Certificates and if such Call Notice is also deemed to be a notice of Optional Exchange, to cause a distribution of Underlying Securities to the Warrant Holder in accordance with Section 7(a) of the Series Supplement, provided, however, that if such Call Notice and Optional Exchange is in connection with a tender offer or a redemption, the Warrant Agent shall instruct the Trustee to distribute to the exercising Warrant Holder the excess of the tender offer or redemption proceeds over the Call Price pursuant to Section 7(g)(iii) or Section 7(h)(iii), as applicable, of the Series Supplement, or
(b) if the Call Warrants are being exercised by the Depositor or any Affiliate of the Depositor, to cause the Called Underlying Securities to be sold pursuant to Section 13 of the Series Supplement and to distribute the proceeds of such sale to the Warrant Holder. If such exercise is in part only, the Warrant Agent shall (i) in the case of a Global Call Warrant, cause the Registered Warrant Amount to be decreased to reflect the outstanding Call Warrants of the Warrant Holder and (ii) in the case of a Certificated Call Warrant, instruct the Trustee to authenticate new Call Warrants of like tenor, representing the outstanding Call Warrants of the Warrant Holder, and the Warrant Agent shall deliver such Call Warrants to the Warrant Holder. In each case, the Trustee shall act in accordance with such instructions.
Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the recei...
Transfer of Certificates. Transfer of certificates of the Company shall be made pursuant to this Operating Agreement only on the transfer books of the Company by the holder of record thereof or by the holder’s legal representative, who shall furnish proper evidence of authority to transfer, or by the Member’s attorney thereunto authorized by the power of attorney duly executed and filed with the Secretary of the Company, and on surrender for cancellation of the certificate. The Person in whose name the Certificate stands on the books of the Company shall be deemed by the Company to be the owner thereof for all purposes.
Transfer of Certificates. As soon as practicable after each surrender of Call Warrants in whole or in part on the Call Date and upon satisfaction of all other requirements described in the Call Warrants and in Section 1.1 hereof, the Warrant Agent shall instruct the Trustee as follows:
(a) if Call Warrants are being exercised by any Warrant Holder other than the Depositor or any Affiliate of the Depositor, to cause the Called Certificates to reflect the holder's beneficial ownership of such Certificates, or
(b) if the Call Warrants are being exercised by the Depositor or any Affiliate of the Depositor, to cause the Called Underlying Securities to be sold pursuant to Section 13 of the Series Supplement and to distribute the proceeds of such sale to the Warrant Holder. If such exercise is in part only, the Warrant Agent shall instruct the Trustee to authenticate new Call Warrants of like tenor, representing the outstanding Call Warrants of the Warrant Holder and the Warrant Agent shall deliver such Call Warrants to the Warrant Holder.
Transfer of Certificates. The Regular Trustees shall provide for the registration of Certificates and of transfers of Certificates, which will be effected without charge but only upon payment (with such indemnity as the Regular Trustees may require) in respect of any tax or other government charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Certificate, the Regular Trustees shall cause one or more new Certificates to be issued in the name of the designated transferee or transferees. Every Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Regular Trustees duly executed by the Holder or such Holder's attorney duly authorized in writing. Each Certificate surrendered for registration of transfer shall be canceled by the Regular Trustees. A transferee of a Certificate shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of a Certificate. By acceptance of a Certificate, each transferee shall be deemed to have agreed to be bound by this Declaration.
Transfer of Certificates. Subject to the foregoing provisions of this section 3.6, each certificate delivered under this agreement upon registration of transfer of or in exchange for or in lieu of any other certificate will carry the rights to unpaid distributions that were carried by the other certificate.
Transfer of Certificates. (a) The voting trust certificates, if and to the extent transferable under applicable securities law or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreement, shall be transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto.
(b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any...
Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that:
(i) (a) such transferee is either an Affiliate of the Depositor or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale or resale of the Certificates to it is being made in reliance on the exemption from registration provided by Rule 144A, and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion;
(ii) such transferee understands that the Certificates will bear the applicable legends set forth in Section 3.5(h);
(iii) such transferee understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may be offered, resold, pledged or otherwise transferred solely in accordance with this Agreement and the applicable legend on such Certificates set forth below;
(iv) such transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The transferee has had access to such financial and other information concerning the Issuer and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. The transferee has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of such investment;
(v) such transferee will not offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer, pledge or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any ...
Transfer of Certificates. As soon as practicable after each surrender of this Call Warrant, in whole or in part on the Call Date and upon satisfaction of all other requirements described in this Call Warrant, the Warrant Agent shall instruct the Trustee to cause a number of the Certificates equal to the number of the Call Warrants being exercised hereunder to reflect the beneficial ownership of the Certificates, and, in case such exercise is in part only, a new Call Warrant of like tenor, representing the remaining outstanding Call Warrants of the holder, shall be delivered by the Warrant Agent to the holder hereof.
