Transfer to Ownership Trustee Sample Clauses

Transfer to Ownership Trustee. Common Units-in-Trust shall be deemed to have been transferred to a trustee in such trustee’s capacity as trustee (the “Ownership Trustee”) of an Ownership Trust for the exclusive benefit of one or more one or more nonprofit organizations which shall be designated by the Partnership by written notice to the Ownership Trustee (the “Charitable Beneficiaries”). Any such Charitable Beneficiaries shall be an organization (i) such that the Common Units-in-Trust held in the Ownership Trust would not violate the restrictions set forth in Section 14.02 in the hands of such Charitable Beneficiary and (ii) described in Sections 170(b)(l)(A), 170(c)(2) and 501(c)(3) of the Code. The Ownership Trustee shall be appointed by the Board and shall be a Person unaffiliated with the Partnership, any Purported Beneficial Transferee, and any Purported Record Transferee. Each Charitable Beneficiary shall be designated by the Board. The Purported Beneficial Transferee and the Purported Record Transferee shall not benefit economically from ownership of any interests held in trust by the Ownership Trustee, shall have no rights to Distributions and shall not possess any rights to vote or other rights attributable to the Common Units-in-Trust held in the Ownership Trust. Any Distribution paid prior to the discovery by the Partnership that Common Units-in-Trust have been transferred to the Ownership Trustee shall be paid by the recipient of such Distribution to the Ownership Trustee upon demand, and any Distribution authorized but unpaid shall be paid when due to the Ownership Trustee. Any Distributions so paid to the Ownership Trustee shall be held in trust for the Charitable Beneficiary. Subject to Delaware law, effective as of the date the Common Units-in-Trust have been transferred to the Ownership Trustee, the Ownership Trustee shall have the authority (at the Ownership Trustee ‘s sole discretion) (i) to rescind as void any vote cast by a Purported Record Transferee with respect to such Common Units-in-Trust prior to the discovery by the Partnership that the Common Units-in-Trust have been transferred to the Ownership Trustee, and (ii) to recast such vote in accordance with the desires of the Ownership Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Partnership has already taken irreversible action, then the Ownership Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article XI...
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Related to Transfer to Ownership Trustee

  • 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.

  • Beneficial Ownership Certificate As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

  • Trust Certificates and Transfer of Interests Section 3.01

  • Beneficial Ownership Certification The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

  • OWNERSHIP CERTIFICATES AND DISCLOSURE OF THE FUND'S INTEREST The Custodian is hereby authorized to execute on behalf of the Fund ownership certificates, affidavits or other disclosure required under Applicable Law or established market practice in connection with the receipt of income, capital gains or other payments by the Fund with respect to Investments, or in connection with the sale, purchase or ownership of Investments. With respect to securities issued in the United States of America, the Custodian [ ] may [ ] may not release the identity of the Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and the Fund. IF NO BOX IS CHECKED, THE CUSTODIAN SHALL RELEASE SUCH INFORMATION UNTIL IT RECEIVES CONTRARY INSTRUCTIONS FROM THE FUND. With respect to securities issued outside of the United States of America, information shall be released in accordance with law or custom of the particular country in which such security is located.

  • Company Ownership Company will own its respective right, title, and interest, including Intellectual Property Rights, in and to the Company Data. Company hereby grants BNYM a limited, nonexclusive, nontransferable license to access and use the Company Data, and consents to BNYM’s permitting access to, transferring and transmitting Company Data, all as appropriate to Company’s use of the Licensed Rights or as contemplated by the Documentation.

  • Initial Beneficial Ownership Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5 and until the issuance of the Excess Distribution Certificate, the Depositor shall be the sole beneficial owner of the Trust.

  • Certificate of Beneficial Ownership The Certificate of Beneficial Ownership executed and delivered to Agent and Lenders for each Borrower on or prior to the date of this Agreement, as updated from time to time in accordance with this Agreement, is accurate, complete and correct as of the date hereof and as of the date any such update is delivered. The Borrower acknowledges and agrees that the Certificate of Beneficial Ownership is one of the Other Documents.

  • CUSTODIAN’S CERTIFICATE State Street Bank and Trust Company, as custodian for the Acquired Fund (the "Custodian"), shall deliver at the Closing a certificate of an authorized officer stating that: (a) the Acquired Fund's portfolio securities, cash, and any other assets have been delivered in proper form to the Acquiring Fund on the Closing Date; and (b) all necessary taxes including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by the Acquired Fund.

  • Initial Certificate Ownership Since the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5, the Depositor has been the sole Certificateholder.

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