Transfers to Trust Sample Clauses

Transfers to Trust. (1) If, notwithstanding the other provisions contained in this Article XIV, at any time after the date hereof and through and including the Restriction Termination Date, there is a purported Transfer or Non-Transfer Event such that, if effective, any Person would either (A) Beneficially Own shares of Capital Stock in excess of the Stock Ownership Limit or (B) Constructively Own shares of Capital Stock in excess of the Constructive Ownership Limit (x) except as otherwise provided in subsection F of this Article XIV, the purported transferee shall acquire no right or interest (or, in the case of a Non-Transfer Event, the Person holding record title to the shares of Capital Stock Beneficially Owned or Constructively Owned by such Beneficial Owner or Constructive Owner shall cease to own any right or interest) in such number of shares of Capital Stock which would cause such Person to Beneficially Own shares of Capital Stock in excess of the Stock Ownership Limit or Constructively Own shares of Capital Stock in excess of the Constructive Ownership Limit, as applicable, (y) such number of shares of Capital Stock in excess of the Stock Ownership Limit or the Constructive Ownership Limit, as applicable (rounded up to the nearest whole share), shall be designated Shares-in-Trust and, in accordance with the provisions of subsection G of this Article XIV, transferred automatically and by operation of law to the Trust to be held in accordance with subsection G of this Article XIV, and (z) the Prohibited Owner shall submit such number of shares of Capital Stock to the Corporation for registration in the name of the Trustee. Such transfer to the Trust and the designation of shares as Shares-in-Trust shall be effective as of the Close of Business on the Business Day prior to the date of the Transfer or Non-Transfer Event, as the case may be.
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Transfers to Trust. In consideration of the Trust’s execution and delivery of the Sale and Servicing Agreement, each Seller severally, and not jointly, does hereby (i) on each Transfer Date, sell, transfer, assign, set over and otherwise convey to the [Trust][Trustee], without recourse and subject only to the concurrent transfer of the outstanding balances and other assets with respect to related Home Equity Loans sold to the Depositor pursuant to the Home Equity Loan Purchase Agreement, all of its remaining right, title, and interest in, to and under such Home Equity Loans, including without limitation all agreements, instruments and other documents evidencing or governing the Mortgagors’ obligations under the Home Equity Loans or otherwise related thereto or establishing or setting forth the terms and conditions thereof, and any amendments or modifications thereto, and all property and collateral securing the Mortgagors’ obligations thereunder, and upon such conveyance the [Trust][Trustee] shall have full rights to enforce and receive all benefits under the applicable Related Documents as owner thereof to the same extent as such Seller had prior to such conveyance (the foregoing assets collectively being the “Transferred Assets” with respect to the related Home Equity Loans), and (ii) agree that on the applicable Transfer Date it will, subject to the availability thereof, sell, transfer, assign, set over and otherwise convey to the [Trust][Trustee], without recourse and subject to the prior transfer of any Eligible Substitute Home Equity Loan to the Depositor pursuant to the Home Equity Loan Purchase Agreement, all of its remaining aspects, right, title and interest in, to and under the Transferred Assets relating to such Eligible Substitute Home Equity Loan, and upon such conveyance the [Trust][Trustee] shall have full rights to enforce and receive all benefits under the applicable Related Documents as owner thereof to the same extent as such Seller had prior to such conveyance. The parties hereto intend that each transfer of the Transferred Assets set forth above constitute a true sale or absolute transfer thereof and each such transfer is intended to be absolute and irrevocable and to provide the [Trust][Trustee] with the full benefits of ownership of such Transferred Assets. In the event the transactions set forth herein are characterized by a court of competent jurisdiction as a pledge or a secured financing rather than a sale, each Seller shall be deemed to have grant...
Sample 1
Transfers to Trust. 25 9.4. Transfer to a Legal Entity.........................................................26 9.5. Transfer to Beneficial Owners .....................................................26 9.6. Substituted Limited Partner .......................................................26 9.7. Effect of Assignment and Substitution .............................................27 9.8. Assignee's Capital ................................................................27
Sample 1
Transfers to Trust. Notwithstanding any other provision in this Agreement, an individual Limited Partner shall have the right to Transfer the Limited Partner's interest in the Partnership to a trust for the benefit of the Limited Partner or for the benefit of any family member (spouse, siblings, ancestors or lineal descendants), provided that the Limited Partner and/or the Limited Partner's spouse is/are the sole trustee(s) of the trust or, if not the sole trustee(s) of the trust, is/are the only trustee(s) allowed to vote on Partnership decisions. The addition of a different trustee allowed to vote on Partnership decisions shall constitute a Transfer that is not permitted by this Article 9. When the General Partner receives notice that the trust has one or more trustees empowered to vote on Partnership decisions other than the original Limited Partner or spouse or when the General Partner receives notice that the original Limited Partner is no longer a trustee empowered to vote (by reason of death or otherwise), the interest of the trust shall be deemed offered to a Third-party Purchaser, thereby triggering the application of the option to purchase pursuant to Section 10.5.
Sample 1
Transfers to Trust. Notwithstanding any provision of this Agreement, the Pledgor may sell or otherwise assign, with or without consideration, the Collateral to any spouse or member of his immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of his spouse or members of his immediate family, or to a trust for himself, or a charitable remainder trust, provided that each such transferee or assignee, prior to the completion of the sale, transfer or assignment shall have executed documents assuming the obligations of the Pledgor under this Agreement with respect to the transferred securities.
Sample 1
Transfers to Trust. If, notwithstanding the other provisions contained in this Section 4.10, at any time after the date hereof and through and including the Restriction Termination Date, there is a purported Section 4.10 Transfer or Section 4.10 Non-Transfer Event that, if effective, would cause the Partnership, together with any and all Section 4.10 Subsidiaries, to Own in the aggregate: (i) in the case of any tenant or sub-tenant of any real property (or interest in real property) of the Partnership or any of its Section 4.10 Subsidiaries that is a corporation for U.S. federal income tax purposes, stock of such tenant or sub-tenant possessing ten percent (10%) or more of the total combined voting power of all classes of stock entitled to vote or ten percent (10%) or more of the total value of shares of all classes of stock of such tenant or sub-tenant, within the meaning of Section 856(d)(2)(B)(i) of the Code; or (ii) in the case of any tenant or sub-tenant of any real property (or interest in real property) of the Partnership or any of its Section 4.10 Subsidiaries that is a “partnership” for U.S. federal income tax purposes (including DMS for so long as DMS is such a tenant or sub tenant), an interest of ten percent (10%) or more (or, in the case of DMS, more than five percent (5%)) in the assets or net profits of such tenant or sub-tenant within the meaning of Section 856(d)(2)(B)(ii) of the Code, then (x) the purported transferee shall not acquire any right or interest (or, in the case of a Section 4.10 Non-Transfer Event, the Person holding record title of the Partnership Interest with respect to which such Section 4.10 Non-Transfer Event occurred shall cease to own any right or interest) in such Partnership Interest (all or such portion thereof), the ownership of which by such purported transferee or record holder would cause the result described in clause (i) or (ii) of this Section 4.10(b), (y) such Partnership Interest (and, in the case where such Partnership Interest constitutes Units, rounded up to the nearest whole Unit) shall be designated a Partnership Interest-in-Trust and, in accordance with the provisions of Section 4.10(g), transmitted automatically and by operation of law to the Trust to be held in accordance with Section 4.10(g), and (z) the Prohibited Owner shall submit such Partnership Interest for registration in the name of the Trustee. Such transfer to a Trust and the designation of Partnership Interests as Partnership Interests-in-Trust shall be ef...
Sample 1
Transfers to Trust. The Corporate Trustee hereby accepts the Initial Trust Estate. Only a U.S. Person (not including an estate), including but not limited to the Settlor, may transfer or devise additional property to the Corporate Trustee to be added to the Trust, subject to the Corporate Trustee's written acceptance thereof, provided, however, that such transfers may only occur at times when there is at least one (1) Individual Trustee serving hereunder, and in no event shall any party be required to contribute additional funds to the Trust other than as provided in Section 6.8.2 and Section 6.13. All such property shall be held by the Corporate Trustee and administered under the provisions of this Agreement. Any party who transfers property to the Corporate Trustee in its capacity as a Trustee of the Trust agrees to be bound by this Agreement and that it will not cause the Trust to hold any assets that would violate Sanctions Regime, AML Laws or Anti-Bribery Laws. Notwithstanding the foregoing or anything to the contrary herein, each party who transfers property to the Corporate Trustee in its capacity as a Trustee of the Trust, including but not limited to the Settlor, acknowledges that as a matter of law it is severally responsible for its own compliance with applicable Sanctions Regime, AML Laws and Anti- Bribery Laws.
Sample 1
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Related to Transfers to Trust

  • Transfers to Affiliates Notwithstanding the provisions of Section 7.1, a Partner may, without the consent of the other Partner, Transfer all or a portion of its Interest to an Affiliate of such Partner, so long as such Affiliate is admitted to the Partnership as a Partner pursuant to Section 7.3, and provided further that such Affiliate is not a Benefit Plan Investor.

  • Transfers Generally Tenant shall not assign, transfer, mortgage, pledge, hypothecate, encumber or otherwise transfer this Lease or any interest therein, nor sublease the whole or any part of the Leased Premises, nor shall this Lease or any interest hereunder be assignable or transferable by any process or proceeding of any court, or otherwise (each of the foregoing being a "Transfer"), without in each case first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Any such Transfer or transaction undertaken without Landlord's prior written consent shall be null and void. In determining whether to grant consent to a proposed Transfer, Landlord may reasonably consider any relevant factor, including but not limited to the experience and business reputation of the proposed assignee, sublessee, or transferee in operating its business; whether the use of the Leased Premises following the Transfer is similar to that of Tenant, or otherwise reasonably satisfactory to Landlord and appropriate for a first-class high rise office building in the Bellevue Central Business District; whether the other party to the proposed Transfer is a person with whom Landlord is presently negotiating for a lease of space in the Building or in any other building owned by an Affiliate of Landlord; whether the other party to the proposed Transfer is a governmental agency or any party by whom any suit or action could be defended on the ground of sovereign immunity; notwithstanding that Tenant and/or others remain liable under the Lease, whether the proposed assignee, sublessee, or transferee has a net worth, and financial strength and credit record, satisfactory to Landlord (provided that if the financial condition of the proposed assignee, sublessee, or transferee is at least equal to the net worth of Tenant or Guarantor (whichever is greater) at the time of this Lease it shall be satisfactory to Landlord); whether use of the Leased Premises by the proposed assignee, sublessee, or transferee will not violate or create any potential violation of any laws; whether the type and quality of the business to be operated or likely to be operated by the proposed assignee, sublessee, or transferee is consistent with the image of a first-class office building and whether it would be considered inappropriate for such an office building (provided that Tenant's use is deemed to be an appropriate use and business); and whether Landlord's consent might result in a breach of any other lease or agreement to which Landlord is a party. No Transfer shall relieve Tenant or Guarantor of any liability under this Lease or Guarantee of Lease. A Transfer includes, without limitation (and the following shall be deemed to be deemed a "Transfer"): (i) a consolidation or merger of Tenant; (ii) a change in the ownership or voting rights of more than twenty-five percent (25%) of the issued and outstanding stock of any corporate tenant; (iii) any sublease, assignment or transfer which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other significant change in corporate or proprietary structure; (iv) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without the specific assignment of this Lease; and (v) a change in control in any partnership tenant; provided, however, the foregoing shall not be considered Transfers requiring Landlord's consent so long as Tenant or Guarantor is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of the voting stock of Tenant or Guarantor is owned by another entity, the voting stock of which is so listed. The acceptance by Landlord of any amounts following any transaction prohibited hereunder shall not be deemed to be a consent by Landlord nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder. Consent to any such Transfer shall not operate as a waiver of the necessity for consent to any subsequent Transfer. If Landlord's consent is requested for a Transfer, Landlord shall have the right to terminate this Lease with respect to that portion of the Leased Premises for which such consent is requested, at the proposed effective date of such assignment, sublease or transfer, and enter into the relationship of Landlord and Tenant with the proposed assignee, subtenant, or transferee based on the rent (and/or other compensation) and term agreed to by such assignee, subtenant or transferee and otherwise upon the terms and conditions of this Lease. In connection with any proposed Transfer, Tenant shall promptly provide Landlord with fully executed copies of all documents and instruments related to the proposed Transfer. Notwithstanding the foregoing, Landlord's prior consent to a Transfer to an Affiliate of Xxxxx Xxxxx, Inc. shall not be required provided: (i) the Transfer shall only be effective as long as the Affiliate receiving the Transfer is and at all times during the Lease Term remains an Affiliate of Xxxxx Xxxxx, Inc.; (ii) neither Tenant nor Guarantor is released or relieved of any liability or obligations under this Lease or the Guarantee of Lease, or both, and each expressly reaffirms the foregoing to Landlord in writing; (iii) Tenant is not in default under or in breach of this Lease; and (iv) Tenant notified Landlord in writing of the Transfer to an Affiliate at least ten (10) days prior to the Transfer.

  • General Provisions Relating to Transfers and Exchanges (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

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