Common use of Certain Indirect Prohibited Acquisitions Clause in Contracts

Certain Indirect Prohibited Acquisitions. In the event an Acquisition would be in violation of this Article II, Section 12, as a result of attribution under federal tax and securities laws to the intended transferee of the ownership of Shares by a Person (an “Other Person”) who is not controlling, controlled by or under common control with the intended transferee, which ownership is nevertheless attributed under federal tax and securities laws to the intended transferee, the restrictions contained in this Article II, Section 12, shall not apply in a manner that would invalidate any Acquisition to such Other Person, and the intended transferee and any Persons controlling, controlled by or under common control with the intended transferee (collectively, the “Intended Transferee Group”) shall automatically be deemed to have transferred to the Trust, sufficient Shares (which Shares shall: (i) consist only of Shares held legally or beneficially, whether directly or indirectly, by any member of the Intended Transferee Group, but not Shares held through any Other Person, other than Shares held through a Person acting as agent or fiduciary for any member of the Intended Transferee Group; (ii) be deemed transferred to the Trust, in the inverse order in which it was acquired by members of the Intended Transferee Group, and (iii) be treated as Excess Shares) to cause the intended transferee, following such transfer to the Trust, not to be in violation of the restrictions contained in this Article II, Section 12; provided, however, that to the extent the foregoing provisions of this subsection (f) would not be effective to prevent an Acquisition in violation of this Article II, Section 12, the restrictions contained in this Article II, Section 12, shall apply to such other Shares owned by the intended transferee (including Shares actually owned by Other Persons), in a manner designed to minimize the amount of Shares subject to the restrictions contained in this Article II, Section 12, or as otherwise determined by the Board of Trustees to be necessary to prevent an Acquisition in violation of the restrictions contained in this Article II, Section 12 (which Shares shall be treated as Excess Shares).

Certain Indirect Prohibited Acquisitions. In the event an any Acquisition which does not involve a transfer of Securities within the meaning of Delaware law but which would be in violation cause a Five Percent Shareholder to violate a restriction of this Article IIV, Section 124, the application of subsections (c) and (d) shall be modified as described in this subsection (f). In such case, no such Five Percent Shareholder shall be required to dispose of any interest that is not a result of attribution under federal tax and securities laws to the intended transferee of the Security, but such Five Percent Shareholder and/or any Person whose ownership of Shares by a Person (an “Other Person”) who Securities is not controlling, controlled by or under common control with the intended transferee, which ownership is nevertheless attributed under federal tax and securities laws to the intended transferee, the restrictions contained in this Article II, Section 12, shall not apply in a manner that would invalidate any Acquisition to such Other Person, and the intended transferee and any Persons controlling, controlled by or under common control with the intended transferee (collectively, the “Intended Transferee Group”) Five Percent Shareholder shall automatically be deemed to have transferred disposed of and shall be required to the Trust, dispose of sufficient Shares Securities (which Shares shall: (i) consist only Securities shall be disposed of Shares held legally or beneficially, whether directly or indirectly, by any member of the Intended Transferee Group, but not Shares held through any Other Person, other than Shares held through a Person acting as agent or fiduciary for any member of the Intended Transferee Group; (ii) be deemed transferred to the Trust, in the inverse order in which it was acquired by members of the Intended Transferee Group, and (iii) be treated as Excess Sharesthey were acquired) to cause the intended transfereesuch Five-Percent Shareholder, following such transfer to the Trustdisposition, not to be in violation of the restrictions contained in this Article IIV, Section 12; provided, however, that 4. Such disposition shall be deemed to occur simultaneously with the Acquisition giving rise to the extent application of this provision, and such number of Securities that are deemed to be disposed of shall be considered Excess Securities and shall be disposed of by the foregoing provisions Trust acting as agent as provided in subsection (d), except that the maximum aggregate amount payable either to such Five-Percent Shareholder, or to such other Person that was the direct holder of such Excess Securities, in connection with such sale shall be the fair market value of such Excess Securities at the time of the purported Acquisition. All expenses incurred by the Trust in disposing of such Excess Securities shall be paid out of any amounts due such Five-Percent Shareholder or such other Person. The purpose of this subsection (f) would not be effective is to prevent extend the provisions of subsection (d) to situations in which there is an Acquisition in violation of Excess Securities without a direct transfer of Securities, and this Article IIsubsection (f), Section 12, along with the restrictions other provisions contained in this Article IIV, Section 124, shall apply be interpreted to such other Shares owned by produce the intended transferee (including Shares actually owned by Other Persons)same results, with differences as the context requires, as in the case of a manner designed to minimize the amount direct transfer of Shares subject to the restrictions contained in this Article II, Section 12, or as otherwise determined by the Board of Trustees to be necessary to prevent an Acquisition in violation of the restrictions contained in this Article II, Section 12 (which Shares shall be treated as Excess Shares)Securities.

Certain Indirect Prohibited Acquisitions. In the event an Acquisition would be in violation of this Article II, Section 12, as a result of attribution under federal tax and securities laws to the intended transferee of the ownership of Shares by a Person (an “"Other Person”") who is not controlling, controlled by or under common control with the intended transferee, which ownership is nevertheless attributed under federal tax and securities laws to the intended transferee, the restrictions contained in this Article II, Section 12, shall not apply in a manner that would invalidate any Acquisition to such Other Person, and the intended transferee and any Persons controlling, controlled by or under common control with the intended transferee (collectively, the “"Intended Transferee Group”") shall automatically be deemed to have transferred to the Trust, sufficient Shares (which Shares shall: (i) consist only of Shares held legally or beneficially, whether directly or indirectly, by any member of the Intended Transferee Group, but not Shares held through any Other Person, other than Shares held through a Person acting as agent or fiduciary for any member of the Intended Transferee Group; (ii) be deemed transferred to the Trust, in the inverse order in which it was acquired by members of the Intended Transferee Group, and (iii) be treated as Excess Shares) to cause the intended transferee, following such transfer to the Trust, not to be in violation of the restrictions contained in this Article II, Section 12; provided, however, that to the extent the foregoing provisions of this subsection (f) would not be effective to prevent an Acquisition in violation of this Article II, Section 12, the restrictions contained in this Article II, Section 12, shall apply to such other Shares owned by the intended transferee (including Shares actually owned by Other Persons), in a manner designed to minimize the amount of Shares subject to the restrictions contained in this Article II, Section 12, or as otherwise determined by the Board of Trustees to be necessary to prevent an Acquisition in violation of the restrictions contained in this Article II, Section 12 (which Shares shall be treated as Excess Shares).

Certain Indirect Prohibited Acquisitions. In the event an Acquisition would be in violation of this Article II, Section 1210, as a result of attribution under federal tax and securities laws to the intended transferee of the ownership of Shares by a Person (an “Other Person”) who is not controlling, controlled by or under common control with the intended transferee, which ownership is nevertheless attributed under federal tax and securities laws to the intended transferee, the restrictions contained in this Article II, Section 1210, shall not apply in a manner that would invalidate any Acquisition to such Other Person, and the intended transferee and any Persons controlling, controlled by or under common control with the intended transferee (collectively, the “Intended Transferee Group”) shall automatically be deemed to have transferred to the Trust, sufficient Shares (which Shares shall: (i) consist only of Shares held legally or beneficially, whether directly or indirectly, by any member of the Intended Transferee Group, but not Shares held through any Other Person, other than Shares held through a Person acting as agent or fiduciary for any member of the Intended Transferee Group; (ii) be deemed transferred to the Trust, in the inverse order in which it was acquired by members of the Intended Transferee Group, and (iii) be treated as Excess Shares) to cause the intended transferee, following such transfer to the Trust, not to be in violation of the restrictions contained in this Article II, Section 1210; provided, however, that to the extent the foregoing provisions of this subsection (f) would not be effective to prevent an Acquisition in violation of this Article II, Section 1210, the restrictions contained in this Article II, Section 1210, shall apply to such other Shares owned by the intended transferee (including Shares actually owned by Other Persons), in a manner designed to minimize the amount of Shares subject to the restrictions contained in this Article II, Section 1210, or as otherwise determined by the Board of Trustees to be necessary to prevent an Acquisition in violation of the restrictions contained in this Article II, Section 12 3 (which Shares shall be treated as Excess Shares).

Certain Indirect Prohibited Acquisitions. In the event an any Acquisition that does not involve a transfer of Securities within the meaning of Delaware law but that would be in violation cause a Five Percent Shareholder to violate a restriction of this Article IISection 6.8, Section 12the application of subsections (a) and (b) shall be modified as described in this subsection (d). In such case, as no such Five Percent Shareholder shall be required to dispose of any interest that is not a result of attribution under federal tax and securities laws to the intended transferee of the Security, but such Five Percent Shareholder and/or any Person whose ownership of Shares by a Person (an “Other Person”) who Securities is not controlling, controlled by or under common control with the intended transferee, which ownership is nevertheless attributed under federal tax and securities laws to the intended transferee, the restrictions contained in this Article II, Section 12, shall not apply in a manner that would invalidate any Acquisition to such Other Person, and the intended transferee and any Persons controlling, controlled by or under common control with the intended transferee (collectively, the “Intended Transferee Group”) Five Percent Shareholder shall automatically be deemed to have transferred disposed of and shall be required to the Trust, dispose of sufficient Shares Securities (which Shares shall: (i) consist only Securities shall be disposed of Shares held legally or beneficially, whether directly or indirectly, by any member of the Intended Transferee Group, but not Shares held through any Other Person, other than Shares held through a Person acting as agent or fiduciary for any member of the Intended Transferee Group; (ii) be deemed transferred to the Trust, in the inverse order in which it was acquired by members of the Intended Transferee Group, and (iii) be treated as Excess Sharesthey were acquired) to cause the intended transfereesuch Five-Percent Shareholder, following such transfer to the Trustdisposition, not to be in violation of this Section 6.8. Such disposition shall be deemed to occur simultaneously with the restrictions contained in this Article II, Section 12; provided, however, that Acquisition giving rise to the extent application of this provision, and such number of Securities that are deemed to be disposed of shall be considered Excess Securities and shall be disposed of by the foregoing provisions Trust acting as agent as provided in subsection (b), except that the maximum aggregate amount payable either to such Five-Percent Shareholder, or to such other Person that was the direct holder of such Excess Securities, in connection with such sale shall be the fair market value of such Excess Securities at the time of the purported Acquisition. All expenses incurred by the Trust in disposing of such Excess Securities shall be paid out of any amounts due such Five-Percent Shareholder or such other Person. The purpose of this subsection (fd) would not be effective is to prevent extend the provisions of subsection (b) to situations in which there is an Acquisition in violation of Excess Securities without a direct transfer of Securities, and this Article IIsubsection (d), Section 12, along with the restrictions other provisions contained in this Article II, Section 126.8, shall apply be interpreted to such other Shares owned by produce the intended transferee (including Shares actually owned by Other Persons)same results, with differences as the context requires, as in the case of a manner designed to minimize the amount direct transfer of Shares subject to the restrictions contained in this Article II, Section 12, or as otherwise determined by the Board of Trustees to be necessary to prevent an Acquisition in violation of the restrictions contained in this Article II, Section 12 (which Shares shall be treated as Excess Shares)Securities.

Certain Indirect Prohibited Acquisitions. In the event an Acquisition would be in violation of this Article IIIII, Section 1210, as a result of attribution under federal tax and securities laws to the intended transferee of the ownership of Shares by a Person (an “Other Person”) who is not controlling, controlled by or under common control with the intended transferee, which ownership is nevertheless attributed under federal tax and securities laws to the intended transferee, the restrictions contained in this Article IIIII, Section 1210, shall not apply in a manner that would invalidate any Acquisition to such Other Person, and the intended transferee and any Persons controlling, controlled by or under common control with the intended transferee (collectively, the “Intended Transferee Group”) shall automatically be deemed to have transferred to the Trust, sufficient Shares (which Shares shall: (i) consist only of Shares held legally or beneficially, whether directly or indirectly, by any member of the Intended Transferee Group, but not Shares held through any Other Person, other than Shares held through a Person acting as agent or fiduciary for any member of the Intended Transferee Group; (ii) be deemed transferred to the Trust, in the inverse order in which it was acquired by members of the Intended Transferee Group, and (iii) be treated as Excess Shares) to cause the intended transferee, following such transfer to the Trust, not to be in violation of the restrictions contained in this Article IIIII, Section 1210; provided, however, that to the extent the foregoing provisions of this subsection (f) would not be effective to prevent an Acquisition in violation of this Article IIIII, Section 1210, the restrictions contained in this Article IIIII, Section 1210, shall apply to such other Shares owned by the intended transferee (including Shares actually owned by Other Persons), in a manner designed to minimize the amount of Shares subject to the restrictions contained in this Article IIIII, Section 1210, or as otherwise determined by the Board of Trustees to be necessary to prevent an Acquisition in violation of the restrictions contained in this Article IIIII, Section 12 3 (which Shares shall be treated as Excess Shares).

Certain Indirect Prohibited Acquisitions. In the event an any Acquisition which does not involve a transfer of Securities within the meaning of Delaware law but which would be in violation cause a Five Percent Shareholder to violate a restriction of this Article IIV, Section 124, the application of subsections (c) and (d) shall be modified as described in this subsection (f). In such case, no such Five Percent Shareholder shall be required to dispose of any interest that is not a result of attribution under federal tax and securities laws to the intended transferee of the Security, but such Five Percent Shareholder and/or any Person whose ownership of Shares by a Person (an “Other Person”) who Securities is not controlling, controlled by or under common control with the intended transferee, which ownership is nevertheless attributed under federal tax and securities laws to the intended transferee, the restrictions contained in this Article II, Section 12, shall not apply in a manner that would invalidate any Acquisition to such Other Person, and the intended transferee and any Persons controlling, controlled by or under common control with the intended transferee (collectively, the “Intended Transferee Group”) Five Percent Shareholder shall automatically be deemed to have transferred disposed of and shall be required to the Trust, dispose of sufficient Shares Securities (which Shares shall: (i) consist only Securities shall be disposed of Shares held legally or beneficially, whether directly or indirectly, by any member of the Intended Transferee Group, but not Shares held through any Other Person, other than Shares held through a Person acting as agent or fiduciary for any member of the Intended Transferee Group; (ii) be deemed transferred to the Trust, in the inverse order in which it was acquired by members of the Intended Transferee Group, and (iii) be treated as Excess Sharesthey were acquired) to cause the intended transfereesuch Five-Percent Shareholder, following such transfer to the Trustdisposition, not to be in violation of the restrictions contained in this Article IIV, Section 12; provided, however, that 4. Such disposition shall be deemed to occur simultaneously with the Acquisition giving rise to the extent the foregoing provisions application of this provision, and such number of Securities that are deemed to be disposed of shall be considered Excess Securities and shall be disposed of by the Trust acting as agent as provided in subsection (f) would not be effective d), except that the maximum aggregate amount payable either to prevent an Acquisition in violation of this Article IIsuch Five-Percent Shareholder, Section 12, the restrictions contained in this Article II, Section 12, shall apply or to such other Shares owned Person that was the direct holder of such Excess Securities, in connection with such sale shall be the fair market value of such Excess Securities at the time of the purported Acquisition. All expenses incurred by the intended transferee (including Shares actually owned by Other Persons), Trust in a manner designed to minimize the amount disposing of Shares subject to the restrictions contained in this Article II, Section 12, or as otherwise determined by the Board of Trustees to be necessary to prevent an Acquisition in violation of the restrictions contained in this Article II, Section 12 (which Shares such Excess Securities shall be treated as Excess Shares).paid out of any amounts due such Five-Percent Shareholder or such other Person. The purpose of this subsection