Transfer of Interests of Beneficiaries. The Beneficial Interests will be registered with the Securities and Exchange Commission on Form 8-B. Once the Trust's Registration Statement on Form 8-B has been declared effective, the Beneficial Interest of a Beneficiary may be transferred, in accordance with applicable securities laws, either by the Beneficiary in person or by a duly authorized agent or attorney, or by the properly appointed legal representatives of the Beneficiary; provided, however, that if the Trust receives a ruling from the Internal Revenue Service to the effect that transferability by Beneficiaries of their Beneficial Interests will adversely affect the Trust's qualification as a "liquidating trust" for purposes of the Code and Treasury Regulation Section 301.7701-4(d), the Beneficial Interest of a Beneficiary may not be transferred either by the Beneficiary in person or by a duly authorized agent or attorney, or by the properly appointed legal representatives of the Beneficiary, nor may a Beneficiary have authority or power to sell, assign, transfer, encumber, or in any other manner dispose of his Beneficial Interest; provided, however, that the Beneficial Interest shall be assignable or transferable by will, intestate succession, or operation of law and, provided further, that the executor or administrator of the estate of a Beneficiary may mortgage, pledge, grant a security interest in, hypothecate or otherwise encumber, the Beneficial Interest held by the estate of such Beneficiary if necessary in order to borrow money to pay estate, succession or inheritance taxes or the expenses of administering the estate of the Beneficiary, upon written notice to the Trustees. The Beneficial Interests of the Beneficiaries hereunder shall not be subject to attachment, execution, sequestration or any order of a court, nor shall such interests be subject to the contracts, debts, obligations, engagements or liabilities of any Beneficiary, but the interest of a Beneficiary shall be paid by the Trustees to the Beneficiary free and clear of all assignments, attachments, anticipations, levies, executions, decrees and sequestrations and shall become the property of the Beneficiary only when actually received by such Beneficiary.
Transfer of Interests of Beneficiaries. (a) The Interest of a Beneficiary may not be transferred except in accordance with all applicable laws, including applicable securities laws, subject to the transfer restrictions provided in Section 1.2.
(b) Notwithstanding anything to the contrary, the Trustees shall not cause or permit the Interests in the Trust to be registered under the Securities Act of 1933, as amended (the “Securities Act”), except as may be required for the Distribution and provided that the Grafiti Shares shall be distributed pursuant to the Distribution promptly following any such registration, or to become “traded on an established securities market,” and shall withhold their consent to any transfer that, to the Trustees’ knowledge, would otherwise be accomplished by a trade on a “secondary market (or the substantial equivalent thereof),” in each case within the meaning of Sections 7704 or 469(k) of the Code and the applicable Treasury Regulations. No transfer of any Interest in the Trust or portion thereof or derivative interest therein shall be permitted or recognized (within the meaning of Treas. Reg. § 1.7704-1(d)) by the Trust or the Trustees if and to the extent that (a) if such transfer were made, such transfer would fail to qualify as a “transfer not involving trading” pursuant to Treas. Reg. § 1.7704-1(e), and (b) the Trust, either as a result of such transfer or otherwise, would fail to qualify for the same either as a result of such transfer or otherwise, would fail to qualify for the “lack of actual trading” safe harbor set forth in Treas. Reg. § 1.7704-1(j), unless the Trustees determine that such transfer would not otherwise cause the Trust to be treated as a publicly traded partnership under Section 7704(b) of the Code.
Transfer of Interests of Beneficiaries. No interest of a Beneficiary -------------------------------------- may be transferred either by the Beneficiary in person or by a duly authorized agent or attorney, or by the properly appointed legal representative of the Beneficiary except as otherwise permitted by this Agreement and the Plan. In the event of the transfer of the interest of any Beneficiary, as permitted by this Agreement and the Plan, the transferee shall take and hold such interest subject to the terms and provisions of this Agreement and shall give written notice of such transfer to the Liquidation Agent. The Liquidating Trust shall not be required to issue certificates or other instruments representing or evidencing the interests of a Beneficiary in the Liquidating Trust, but nothing contained herein shall prohibit it from doing so. The Liquidation Agent shall not be liable to any transferee of an interest of a Beneficiary for any distributions provided for hereunder unless such transfer is valid under the terms of the Plan and the order confirming same, and until the Liquidation Agent receives written notice of such transfer together with appropriate assignment and transfer documents signed by the Beneficiary.
Transfer of Interests of Beneficiaries. To the extent a Beneficiary has identified its Designated DTC Participant to the PSC Trustee and received Liquidating Trust Units in accordance with Section 6.4(a) of this PSC Trust Agreement, such Liquidating Trust Units shall be freely negotiable and transferrable to the extent provided in the Main Liquidating Trust Agreement and the provisions of applicable securities laws. For so long as DTC continues to serve as depositary for the Liquidating Trust Units, the transferability of Liquidating Trust Units shall also be subject to the requirements of DTC’s electronic book-entry system. The PSC Trustee shall maintain a register (the “Register”), which may be a distribution matrix or other appropriate register, to record the beneficial interests of the Original Beneficiaries. Any Original Beneficiary that purchases or sells any Liquidating Trust Units shall notify the PSC Trustee of the number of Liquidating Trust Units purchased or sold within three (3) business days of the closing of such purchase or sale, and the PSC Trustee shall update the Register accordingly. The Register shall be kept at the PSC Trust Office, pending termination of the Main Liquidating Trust.
Transfer of Interests of Beneficiaries. A Shareholder's Beneficial Interest may not be transferred either by the Shareholder in person or by a duly authorized agent or attorney, or by the properly appointed legal representative of the Shareholder, nor may a Shareholder have authority or power to sell, assign, transfer, encumber or in any other manner anticipate or dispose of his Beneficial Interest; PROVIDED, HOWEVER, that a Shareholder's Beneficial Interest shall be assignable or transferable by will, intestate succession, or operation of law. The death or incapacity of any Shareholder shall not terminate this Agreement nor entitle the legal representatives of such Shareholder to claim an accounting or to take any action or proceedings in court for the distribution of the trust property or for a partition thereof, nor otherwise affect the rights and obligations of any of the Shareholders; PROVIDED, that the legal representatives of any deceased or incapable Shareholder shall succeed to the interest of such Shareholder. As used in this Agreement, "BENEFICIAL INTEREST" shall mean the proportionate share of each Shareholder in the Trust, determined (as of the date hereof) as the ratio of the number of issued and outstanding shares of Common Stock held by such Shareholder to the number of issued and outstanding shares of Common Stock held by all Shareholders.
