Common use of Extraordinary Distribution and Sale of Units by Trustee Clause in Contracts

Extraordinary Distribution and Sale of Units by Trustee. As soon as reasonably practicable after receiving notice from the Company that Units have been transferred to the Trust, (and no later than 20 days after receiving notice in the case of Units that are listed or admitted to trading on any national securities exchange), and subject to the provisions of Section 11.7, the Trustee of the Trust shall sell the Units held in the Trust to a person whose ownership of the Units will not violate the ownership limitations set forth in Section 11.7 hereof. Upon such sale, the interest of the Charitable Beneficiary in the Units sold shall terminate. Upon any such sale or receipt by the Trust of an extraordinary distribution, the Trustee shall distribute the net proceeds of the sale or extraordinary distribution to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 11.8. The Prohibited Owner shall receive the lesser of (i) the price paid by the Prohibited Owner for the Units or, if the Prohibited Owner did not give value for the Units in connection with the event causing the Units to be held in the Trust (e.g., in the case of a gift, devise or other such transaction or in the case of a Non-Transfer Event), the Fair Market Value of the Units on the day of the event causing the Units to be held in the Trust, in each case reduced by any amounts previously received by the Prohibited Owner pursuant to this Section 11.8 in connection with prior extraordinary distributions and (ii) the sales or extraordinary distribution proceeds received by the Trustee (net of any commissions and other expenses of the Trustee as provided in Section 11.8 hereof) from the sale or other disposition of the Units held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of ordinary dividends which has been paid to the Prohibited Owner and is owed by the Prohibited Owner to the Trustee pursuant to Section 11.8 hereof. Any net sales proceeds and extraordinary distributions in excess of the amount payable to the Prohibited Owner shall be promptly distributed to the Charitable Beneficiary. If, prior to the discovery by the Company that Units have been transferred to the Trustee, such Units are sold by a Prohibited Owner, then (i) such Units shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the Prohibited Owner received an amount for such Units that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 11.8, such excess shall be paid to the Trustee upon demand and, when received, shall be promptly distributed to the Charitable Beneficiary.