Transfers of Beneficial Interests. The following voluntary or involuntary sales, encumbrances, conveyances, transfers and pledges (each, a “Transfer”) of a direct, indirect or beneficial interest shall be permitted without Lender’s consent and Rating Agency Confirmation (“Permitted Ownership Interest Transfers”):
Transfers of Beneficial Interests. The following voluntary or involuntary sales, encumbrances, conveyances, transfers and pledges (each, a "TRANSFER") of a direct, indirect or beneficial interest shall be permitted without Lender's consent ("PERMITTED OWNERSHIP INTEREST TRANSFERS"):
(A) A Transfer of no more than forty-nine percent (49%) of the direct or indirect ownership interests in Guarantor or Manager (in the aggregate).
(B) A Transfer or a series of Transfers that result in the proposed transferee, together with Affiliates of such transferee, owning in the aggregate (directly or indirectly) more than forty-nine percent (49%) of the economic and beneficial interests in Guarantor or Manager (where, prior to such Transfer, such proposed transferee and its Affiliates owned in the aggregate (directly or indirectly) forty-nine percent (49%) or less of such interests in Guarantor or Manager, as applicable); and, provided that such Transfer shall not be a Permitted Ownership Interest Transfer unless Lender receives, prior to such Transfer, both (x) evidence reasonably satisfactory to Lender (which shall include a legal non-consolidation opinion reasonably acceptable to Lender and the Rating Agencies) that the single purpose nature and bankruptcy remoteness of the Borrowers, the Guarantor or Manager, as applicable (and their members and general partners, as applicable) following such Transfer or Transfers will be the same as prior to such Transfer or Transfers and (y)
Transfers of Beneficial Interests. Subject to Sections 2.08 and 2.16 of the Indenture, interests of beneficial owners in a Global Security shall be transferred in accordance with the rules and procedures of Euroclear and Clearstream (or their respective successors).
Transfers of Beneficial Interests. (a) The Beneficial Interests in the Liquidation Trust have not been registered pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law. To the extent that the Beneficial Interests constitute “securities,” the parties hereto intend that the exemption provisions of section 1145 of the Bankruptcy Code shall apply to the issuance and distribution of the Beneficial Interests. The Beneficial Interests shall not be capable of being transferred, assigned, pledged or hypothecated, in whole or in part, unless the conditions set forth in Section 2.5(b) below are met. Any such transfer, assignment, pledge or hypothecation, however, will not be effective until and unless the Liquidation Trust Administrator receives written notice of such transfer, assignment, pledge or hypothecation, which notice must be in the form attached hereto as Annex C and be executed by the transferor and the transferee and must clearly identify the Beneficial Interest being transferred, assigned, pledged or hypothecated. The Liquidation Trust Administrator is entitled to rely upon such notice as definitive evidence of such transfer, assignment, pledge or hypothecation without additional investigation. Transfers of record made in accordance with this Section 2.5 shall be indicated on the books and records of the Liquidation Trust Administrator maintained for such purpose. Any transfer, assignment, pledge or hypothecation of a Beneficial Interest or any part thereof in violation of this Section
Transfers of Beneficial Interests. The Beneficiary of the Trust shall not assign, convey or otherwise transfer any of its right, title or interest in and to the Trust.
Transfers of Beneficial Interests. (a) The Beneficial Interests in the Post-Consummation Trust have not been registered pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law. To the extent that the Beneficial Interests constitute “securities,” the parties hereto intend that the exemption provisions of section 1145 of the Bankruptcy Code shall apply to the issuance and distribution of the Beneficial Interests. The Beneficial Interests shall not be capable of being transferred, assigned, pledged or hypothecated, in whole or in part, unless the conditions set forth in Section 2.5(b) below are met. Any such transfer, assignment, pledge or hypothecation, however, will not be effective until and unless the Plan Administrator receives written notice of such transfer, assignment, pledge or hypothecation, which notice must be in the form attached hereto as Annex A and be executed by the transferor and the transferee and must clearly identify the Beneficial Interest being transferred, assigned, pledged or hypothecated. The Plan Administrator is entitled to rely upon such notice as definitive evidence of such transfer, assignment, pledge or hypothecation without additional investigation. Transfers of record made in accordance with this Section 2.5 shall be indicated on the books and records of the Plan Administrator maintained for such purpose. Any transfer, assignment, pledge or hypothecation of a Beneficial Interest or any part thereof in violation of this Section 2.5 shall be void ab initio.
(b) Subject to the requirements of Section 2.5(d), no disposition for value of a Beneficial Interest, including but not limited to any transfer, assignment, pledge or hypothecation of a Beneficial Interest (a “Sale”) or any part thereof may be effected until either (i) the Beneficial Interest or part thereof subject to such Sale is registered under the Securities Act or Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and any applicable state securities laws or (ii) the Plan Administrator receives, not less than five Business Days prior to the proposed Sale, such legal opinions, certificates or other documents that the Plan Administrator, in its reasonable discretion, deems necessary or appropriate to assure that such Sale is exempt from registration under such laws and that the Post-Consummation Trust shall not be required to file reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d)...
Transfers of Beneficial Interests. The Litigation Trust Interests shall not be capable of being transferred, assigned, pledged or hypothecated, in whole or in part, except upon the death of the interest holder or by operation of law. Any purported transfer, assignment, pledge or hypothecation of a Litigation Trust Interest or any part thereof not permitted by this Section shall constitute a violation of this Litigation Trust Agreement and shall be void ab initio.
Transfers of Beneficial Interests. Beneficial Interests are non-transferable, except pursuant to the laws of descent and distribution.
Transfers of Beneficial Interests. The following voluntary or involuntary sales, encumbrances, conveyances, transfers and pledges (each, a “Transfer”) of a direct, indirect or beneficial interest shall be permitted without Lender’s consent (“Permitted Ownership Interest Transfers”):
(A) A Transfer of no more than forty-nine percent (49%) of the direct or indirect ownership interests in SBA Holdings (in the aggregate) and the related indirect transfers of its direct or indirect subsidiaries.
(B) A Transfer or a series of Transfers that result in the proposed transferee, together with Affiliates of such transferee, owning in the aggregate (directly or indirectly) more than forty-nine percent (49%) of the economic and beneficial interests in SBA Holdings and its direct or indirect subsidiaries; and, provided that such Transfer shall not be a Permitted Ownership Interest Transfer unless Lender receives, prior to such Transfer, both (x) evidence reasonably satisfactory to Lender (which shall include a legal non-consolidation opinion reasonably acceptable to Lender and the Rating Agencies) that the single purpose nature and bankruptcy remoteness of the Borrowers, the Guarantor, and SBA Holdings (and their members and general partners, as applicable) following such Transfer or Transfers will be the same as prior to such Transfer or Transfers and (y) a Rating Agency Confirmation (and during a Special Servicing Period, Servicer consent).
(C) Any transfer or issuance of stock of SBA Parent, or the issuance of additional capital stock of SBA Parent (including common or preferred shares).
Transfers of Beneficial Interests. Beneficial interests in the Liquidating Trust shall be nontransferable except upon death of the interest holder or by operation of law. The
