Common use of Transfer of Trust Shares Clause in Contracts

Transfer of Trust Shares. (a) In the event any Trust Interest holder transfers all or part of the Trust Shares relating to his, her, or its Trust Interest to an Affiliate (as defined below) of the transferor, or to a person who immediately prior to the transfer is a holder of Trust Interests, then upon the Trustee's receipt of a duly-endorsed Trust Interest specifying the number of Trust Shares being transferred, the Trustee shall record the issuance to such transferee of the Trust Interests representing such transferee's interest in the transferred Trust Shares, and if requested to do so shall issue to such transferor one or more new Trust Certificates representing the untransferred Trust Shares. For purposes of this Agreement, the term "Affiliate" shall mean and include all of the following: (i) any family member of a transferor which is described in Section 267(c)(4) of the Internal Revenue Code of 1986 as presently in effect ("Family Member"); (ii) any trust of which the transferor or a Family Member of the transferor is a trustee or a material beneficiary; (iii) if the transferor is a trust, any beneficiary thereof; and (iv) any corporation, partnership, limited partnership, limited liability company or other entity in which the transferor or any Family Member of the transferor has a material financial interest. Each party hereto agrees that any transfer of Trust Interests shall be in accordance with all applicable federal and state securities laws. (b) In the event any Trust Interest holder proposes to transfer all or part of the Trust Shares underlying his, her or its Trust Interest in a bona fide sale or charitable gift to a person who is not an Affiliate of the transferor, and who immediately prior to the transfer is not a holder of Trust Interests, then upon the Trustee's receipt of a duly executed assignment of Trust Interest specifying the number of Trust Shares being transferred and a statement in reasonable detail describing the terms of the proposed transfer and the transferor's certificate that the proposed transferee is not an Affiliate, the Trustee shall cause to be recorded the issuance to such transferee of the Trust Interest so transferred, and shall upon written request issue to such transferor one or more new Trust Certificates representing the untransferred Trust Shares. Such transferee shall take the transferred Trust Shares free from the provisions of this Agreement. Each party hereto acknowledges and agrees that any sale or transfer of Trust Shares pursuant to this Section 12.(b) shall be in accordance with applicable federal and state laws. (c) Upon termination of this Agreement and the Trust created herein, each holder of a Trust Certificate shall surrender to the then acting Trustee all of such holder's Trust Certificates, duly-endorsed for transfer. The Trustee shall as soon as practicable thereafter shall cause to be distributed to such holder, free from trust, one or more certificates representing the Trust Shares to which such holder is entitled, which certificates shall not contain the legend contained in Section 3.(c) hereof.

Transfer of Trust Shares. (a) In the event any Trust Interest holder transfers all or part of the Trust Shares relating to his, her, or its Trust Interest to an Affiliate (as defined below) of the transferor, or to a person who immediately prior to the transfer is a holder of Trust Interests, then upon the Trustee's receipt of a duly-endorsed Trust Interest specifying the number of Trust Shares being transferred, the Trustee shall record the issuance to such transferee of the Trust Interests representing such transferee's interest in the transferred Trust Shares, and if requested to do so shall issue to such transferor one or more new Trust Certificates representing the untransferred Trust Shares. For purposes of this Agreement, the term "Affiliate" shall mean and include all of the following: (i) any family member of a transferor which is described in Section 267(c)(4) of the Internal Revenue Code of 1986 as presently in effect ("Family Member"); (ii) any trust of which the transferor or a Family Member of the transferor is a trustee or a material beneficiary; (iii) if the transferor is a trust, any beneficiary thereof; and (iv) any corporation, partnership, limited partnership, limited liability company or other entity in which the transferor or any Family Member of the transferor has a material financial interest. Each party hereto agrees that any transfer of Trust Interests shall be in accordance with all applicable federal and state securities laws. (b) In the event any Trust Interest holder proposes to transfer all or part of the Trust Shares underlying his, her or its Trust Interest in a bona fide sale or charitable gift to a person who is not an Affiliate of the transferor, and who immediately prior to the transfer is not a holder of Trust Interests, then upon the Trustee's receipt of a duly executed assignment of Trust Interest specifying the number of Trust Shares being transferred and a statement in reasonable detail describing the terms of the proposed transfer and the transferor's certificate that the proposed transferee is not an Affiliate, the Trustee shall cause to be recorded the issuance to such transferee of the Trust Interest so transferred, and shall upon written request issue to such transferor one or more new Trust Certificates representing the untransferred Trust Shares. Such transferee shall take the transferred Trust Shares free from the provisions of this Agreement. Each party hereto acknowledges and agrees that any sale or transfer of Trust Shares pursuant to this Section 12.(b12(b) shall be in accordance with applicable federal and state laws. (c) Upon termination of this Agreement and the Trust created herein, each holder of a Trust Certificate shall surrender to the then acting Trustee all of such holder's Trust Certificates, duly-endorsed for transfer. The Trustee shall as soon as practicable thereafter shall cause to be distributed to such holder, free from trust, one or more certificates representing the Trust Shares to which such holder is entitled, which certificates shall not contain the legend contained in Section 3.(c) hereof.