Common use of Trustee Has No Authority to Transfer Clause in Contracts

Trustee Has No Authority to Transfer. (a) Except as set forth in this Section 3.05, and except for purposes of effecting a Permitted Encumbrance or a Permitted Hedge or a Transfer to a Permitted Family Transferee in accordance with Section 8.01, the Trustee shall have no authority to Transfer any of the Trust Shares. (b) Upon receipt of a notice from a Beneficiary Representative that one or more Beneficiaries represented by such Beneficiary Representative has agreed to sell or otherwise Transfer their interests in Trust Shares in such Beneficiary's Beneficiary Account to one or more Third Party Transferees in compliance with Section 8.02 (which notice shall set forth the number of Trust Shares to be sold, the Beneficiary Transferor, the Third Party Transferee(s) (except in the case of a Transfer into the open market) and the proposed date of Transfer), then, upon delivery of such notice and the Certificate or Certificates corresponding to the Trust Shares to be sold, the Trustee shall: (i) cause each non-transferring Beneficiary to receive a copy of such notice within five Business Days of the Trustee's receipt thereof; and (ii) in the case of Class A Exchangeable Shares, not earlier than 10 Business Days nor later than 20 Business Days following the Trustee's receipt of such notice, unless precluded by an order, decree or judgment binding upon the Trustee of any court of competent jurisdiction or unless the Trustee (after receipt of a legal opinion) determines that such proposed Transfer does not comply with Section 8.02 and applicable law, deliver share certificates for such Class A Exchangeable Shares to Exchangeco or its transfer agent (duly endorsed for transfer or accompanied by duly executed instruments of transfer with signatures guaranteed) together with a Notice of Conversion pursuant to Section 18.1 of the Exchangeable Share Provisions (as defined in the Plan of Arrangement and herein called the "Exchangeable Share Provisions") to effect (A) the conversion of such Class A Exchangeable Shares pursuant to Section 18.2 of the Exchangeable Share Provisions into shares of Class B Exchangeable Shares and (B) delivery of a share certificate for such shares of Class B Exchangeable Shares to the Persons and places designated in the notice, which shares of Class B Exchangeable Shares will not be subject to the terms and provisions of this Agreement; and (iii) in the event the transferring Beneficiary is not Transferring all of the Trust Shares represented by the Certificate or Certificates surrendered with the notice, upon the consummation of such Transfer specified in such notice, issue to the transferring Beneficiary a new Certificate in respect of such Trust Shares not Transferred and which are subject to this Agreement.

Trustee Has No Authority to Transfer. (a) Except as set forth in this Section 3.05, and except for purposes of effecting a Permitted Encumbrance or a Permitted Hedge or a Transfer to a Permitted Family Transferee in accordance with Section 8.01, the Trustee shall have no authority to Transfer any of the Trust Shares. (b) Upon receipt of a notice from a Beneficiary Representative that one or more Beneficiaries represented by such Beneficiary Representative has agreed to sell or otherwise Transfer their interests in Trust Shares in such Beneficiary's Beneficiary Account to one or more Third Party Transferees in compliance with Section 8.02 (which notice shall set forth the number of Trust Shares to be sold, the Beneficiary Transferor, the Third Party Transferee(s) (except in the case of a Transfer into the open market) and the proposed date of Transfer), then, upon delivery of such notice and the Certificate or Certificates corresponding to the Trust Shares to be sold, the Trustee shall: (i) cause each non-transferring Beneficiary to receive a copy of such notice within five Business Days of the Trustee's receipt thereof; and (ii) in the case of Class A Exchangeable Company Shares, not earlier than 10 Business Days nor later than 20 Business Days following the Trustee's receipt of such notice, unless precluded by an order, decree or judgment binding upon the Trustee of any court of competent jurisdiction or unless the Trustee (after receipt of a legal opinion) determines that such proposed Transfer does not comply with Section 8.02 and applicable law), deliver share stock certificates for such Class A Exchangeable Company Shares to Exchangeco the Company or its transfer agent (duly endorsed for transfer or accompanied by duly executed instruments of transfer with signatures guaranteed) together with a Notice of Conversion pursuant to Section 18.1 Article Sixth of the Exchangeable Share Provisions (as defined in the Plan Company's Certificate of Arrangement and herein called the "Exchangeable Share Provisions") Incorporation to effect (A) the conversion of such Class A Exchangeable Company Shares pursuant to Section 18.2 the Company's Certificate of the Exchangeable Share Provisions Incorporation into shares of Class B Exchangeable Shares Common Stock and (B) delivery of a share stock certificate for such shares of Class B Exchangeable Shares Common Stock to the Persons and places designated in the notice, which shares of Class B Exchangeable Shares Common Stock will not be subject to the terms and provisions of this Agreement; and (iii) in the event the transferring Beneficiary is not Transferring all of the Trust Shares represented by the Certificate or Certificates surrendered with the notice, upon the consummation of such Transfer specified in such notice, issue to the transferring Beneficiary a new Certificate in respect of such Trust Shares not Transferred and which are subject to this Agreement.

Trustee Has No Authority to Transfer. (a) Except as set forth in this Section 3.05, and except for purposes of effecting a Permitted Encumbrance or a Permitted Hedge or a Transfer to a Permitted Family Transferee in accordance with Section 8.01, the Trustee shall have no authority to Transfer any of the Trust Shares. (b) Upon receipt of a notice from a any Beneficiary Representative that one or more Beneficiaries represented by such Beneficiary Representative has agreed to sell or otherwise Transfer their interests in Trust Shares in such Beneficiary's Beneficiary Account to one or more Third Party Transferees in compliance with Section 8.02 (which notice shall set forth the number of Trust Shares to be sold, the Beneficiary Transferor, the Third Party Transferee(s) (except in the case of a Transfer into the open market) and the proposed date of Transfer), then, upon delivery of such notice and the Certificate or Certificates corresponding to the Trust Shares to be sold, the Trustee shall: (i) cause each non-transferring Beneficiary to receive a copy of such notice within five Business Days days of the Trustee's receipt thereof; and (ii) in the case of Class A Exchangeable Shares, not earlier than 10 Business Days days nor later than 20 Business Days days following the Trustee's receipt of such notice, unless precluded by an order, decree or judgment binding upon the Trustee of any court of competent jurisdiction or unless the Trustee (after receipt of a legal opinionconsultation with counsel pursuant to Section 6.09(c)) determines in good faith that such proposed Transfer does not comply with Section 8.02 and or applicable law, deliver share stock certificates for such Class A Exchangeable Trust Shares to Exchangeco the Company or its transfer agent (duly endorsed for transfer or accompanied by duly executed instruments of transfer with signatures guaranteed) together with a Notice of Conversion pursuant to Section 18.1 Article Sixth of the Exchangeable Share Provisions (as defined in the Plan Company's Certificate of Arrangement and herein called the "Exchangeable Share Provisions") Incorporation to effect (A) the conversion of such Class A Exchangeable Trust Shares pursuant to Section 18.2 the Company's Certificate of the Exchangeable Share Provisions Incorporation into shares of the Class B Exchangeable Shares Common Stock and (B) delivery of a share stock certificate for such shares of Class B Exchangeable Shares Common Stock to the Persons persons and places designated in the notice, which shares of Class B Exchangeable Shares Common Stock will not be subject to the terms and provisions of this Agreement; and (iii) in the event the transferring Beneficiary is not Transferring all of the Trust Shares represented by the Certificate or Certificates surrendered with the notice, upon the consummation of such Transfer specified in such notice, issue to the transferring Beneficiary a new Certificate in respect of such Trust Shares not Transferred and which are subject to this Agreement.

Trustee Has No Authority to Transfer. (a) Except as set forth in this Section 3.05, and except for purposes of effecting a Permitted Encumbrance or a Permitted Hedge or a Transfer to a Permitted Family Transferee in accordance with Section 8.01, the Trustee shall have no authority to Transfer any of the Trust Shares. (b) Upon receipt of a notice from a Beneficiary Representative that one or more Beneficiaries represented by such Beneficiary Representative has agreed to sell or otherwise Transfer their interests in Trust Shares in such Beneficiary's Beneficiary Account to one or more Third Party Transferees in compliance with Section 8.02 (which notice shall set forth the number of Trust Shares to be sold, the Beneficiary Transferor, the Third Party Transferee(s) (except in the case of a Transfer into the open market) and the proposed date of Transfer), then, upon delivery of such notice and the Certificate or Certificates corresponding to the Trust Shares to be sold, the Trustee shall: (i) cause each non-transferring Beneficiary to receive a copy of such notice within five Business Days days of the Trustee's receipt thereof; and (ii) in the case of Class A Exchangeable Company Shares, not earlier than 10 Business Days days nor later than 20 Business Days days following the Trustee's receipt of such notice, unless precluded by an order, decree or judgment binding upon the Trustee of any court of competent jurisdiction or unless the Trustee (after receipt of a legal opinionconsultation with counsel pursuant to Section 6.09(c)) determines in good faith that such proposed Transfer does not comply with Section 8.02 and or applicable law, deliver share stock certificates for such Class A Exchangeable Company Shares to Exchangeco the Company or its transfer agent (duly endorsed for transfer or accompanied by duly executed instruments of transfer with signatures guaranteed) together with a Notice of Conversion pursuant to Section 18.1 Article Sixth of the Exchangeable Share Provisions (as defined in the Plan Company's Certificate of Arrangement and herein called the "Exchangeable Share Provisions") Incorporation to effect (A) the conversion of such Class A Exchangeable Company Shares pursuant to Section 18.2 the Company's Certificate of the Exchangeable Share Provisions Incorporation into shares of Class B Exchangeable Shares Common Stock and (B) delivery of a share stock certificate for such shares of Class B Exchangeable Shares Common Stock to the Persons and places designated in the notice, which shares of Class B Exchangeable Shares Common Stock will not be subject to the terms and provisions of this Agreement; and (iii) in the event the transferring Beneficiary is not Transferring all of the Trust Shares represented by the Certificate or Certificates surrendered with the notice, upon the consummation of such Transfer specified in such notice, issue to the transferring Beneficiary a new Certificate in respect of such Trust Shares not Transferred and which are subject to this Agreement.

Trustee Has No Authority to Transfer. (a) Except as set forth in this Section 3.05, and except for purposes of effecting a Permitted Encumbrance or a Permitted Hedge or a Transfer to a Permitted Family Transferee in accordance with Section 8.01, the Trustee shall have no authority to Transfer any of the Trust Shares. (b) Upon receipt of a notice from a Beneficiary Representative that one or more Beneficiaries represented by such Beneficiary Representative has agreed to sell or otherwise Transfer their interests in Trust Shares in such Beneficiary's Beneficiary Account to one or more Third Party Transferees in compliance with Section 8.02 (which notice shall set forth the number of Trust Shares to be sold, the Beneficiary Transferor, the Third Party Transferee(s) (except in the case of a Transfer into the open market) and the proposed date of Transfer), then, upon delivery of such notice and the Certificate or Certificates corresponding to the Trust Shares to be sold, the Trustee shall: (i) cause each non-transferring Beneficiary to receive a copy of such notice within five Business Days of the Trustee's receipt thereof; and (ii) in the case of Class A Exchangeable Shares, not earlier than 10 Business Days nor later than 20 Business Days following the Trustee's receipt of such notice, unless precluded by an order, decree or judgment binding upon the Trustee of any court of competent jurisdiction or unless the Trustee (after receipt of a legal opinion) determines that such proposed Transfer does not comply with Section 8.02 and applicable law, deliver share certificates for such Class A Exchangeable Shares to Exchangeco or its transfer agent (duly endorsed for transfer or accompanied by duly executed instruments of transfer with signatures guaranteed) together with a Notice of Conversion pursuant to Section 18.1 of the Exchangeable Share Provisions (as defined in the Plan of Arrangement and herein called the "Exchangeable Share Provisions") to effect (A) the conversion of such Class A Exchangeable Shares pursuant to Section 18.2 of the Exchangeable Share Provisions into shares of Class B Exchangeable Shares and (B) delivery of a share certificate for such shares of Class B Exchangeable Shares to the Persons and places designated in the notice, which shares of Class B Exchangeable Shares will not be subject to the terms and provisions of this Agreement; and (iii) in the event the transferring Beneficiary is not Transferring all of the Trust Shares represented by the Certificate or Certificates surrendered with the notice, upon the consummation of such Transfer specified in such notice, issue to the transferring Beneficiary a 13 new Certificate in respect of such Trust Shares not Transferred and which are subject to this Agreement.