Common use of Compensation to Record Holder of Shares that Become Excess Shares Clause in Contracts

Compensation to Record Holder of Shares that Become Excess Shares. Any Prohibited Owner shall be entitled (subject to Section 9.11(ii) and following discovery of the Excess Shares and subsequent designation of the Permitted Transferee in accordance with Section 9.11(v)) to receive from the Trustee the lesser of (i) in the case of (A) a purported Transfer in which the Prohibited Owner gave value for Shares and which Transfer resulted in the transfer of the Shares to the Separate Trust, the price per Share, if any, such Prohibited Owner paid for the Shares, or (B) a Non-Transfer Event or Transfer in which the Prohibited Owner did not give value for such Shares (e.g., if the Shares were received through a gift or devise) and which Non-Transfer Event or Transfer, as the case may be, resulted in the transfer of Shares to the Separate Trust, the price per Share equal to the Applicable Value on the date of such Non- Transfer Event or Transfer, and (ii) the price per Share received by the Trustee of the Separate Trust from the sale or other disposition of such Excess Shares in accordance with Section 9.11(v). Any amounts received by the Trustee in respect of such Excess Shares in excess of such amounts to be paid to the Prohibited Owner pursuant to this Section 9.11(vi) shall be distributed to the Beneficiary in accordance with the provisions of Section 9.11(v). Each Beneficiary and Prohibited Owner waives any and all claims that they may have against the Trustee and the Separate Trust arising out of the disposition of Excess Shares, except for claims arising out of the gross negligence or willful misconduct of, or any failure to make payments in accordance with this Section 9.11 by, such Trustee or the Separate Trust.