Ownership in Trust. Upon any purported Transfer or Non-Transfer Event described in Section 6.1.1(b) that would result in a Transfer of Shares to a Trust, such Shares shall be deemed to have been Transferred to the Trustee as trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such Transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or Non-Transfer Event that results in the Transfer to the Trust pursuant to Section 6.1.1(b). The Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 6.2.6.
Appears in 5 contracts
Samples: Subscription Agreement (HG Holdings, Inc.), Subscription Agreement (HG Holdings, Inc.), Subscription Agreement (HG Holdings, Inc.)
Ownership in Trust. Upon any purported Transfer or Non-Transfer Event other event described in Section 6.1.1(b7.2.1(b) that would result in a Transfer transfer of Shares shares of Capital Stock to a Trust, such Shares shares of Capital Stock shall be deemed to have been Transferred transferred to the Trustee as trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such Transfer transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or Non-Transfer Event other event that results in the Transfer transfer to the Trust pursuant to Section 6.1.1(b7.2.1(b). The Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 6.2.67.3.6.
Appears in 4 contracts
Samples: Merger Agreement (Mobile Infrastructure Corp), Master Combination Agreement (NorthStar Real Estate Income II, Inc.), Master Combination Agreement (Colony NorthStar, Inc.)
Ownership in Trust. Upon any purported Transfer or Non-Transfer Event other event described in Section 6.1.1(b) that would result in a Transfer of Shares to a Charitable Trust, such Shares shall be deemed to have been Transferred to the Charitable Trustee as trustee of a Charitable Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such Transfer to the Charitable Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or Non-Transfer Event other event that results in the Transfer to the Charitable Trust pursuant to Section 6.1.1(b). The Charitable Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 6.2.6.
Appears in 2 contracts
Samples: Merger Agreement (MVP REIT, Inc.), Merger Agreement (MVP REIT II, Inc.)
Ownership in Trust. Upon any purported Transfer or Non-Transfer Event other event described in Section 6.1.1(b6.2.1(b) that would result in a Transfer transfer of Shares shares of Capital Stock to a Trust, such Shares shares of Capital Stock shall be deemed to have been Transferred transferred to the Trustee as trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such Transfer transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or Non-Transfer Event other event that results in the Transfer transfer to the Trust pursuant to Section 6.1.1(b6.2.1(b). The Trustee shall be appointed by the Corporation and shall be a Person unaffiliated who is not affiliated with either the Corporation and or any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 6.2.66.3.6.
Appears in 2 contracts
Samples: Merger Agreement (American Assets Trust, Inc.), Merger Agreement (American Assets Trust, Inc.)
Ownership in Trust. Upon any purported Transfer or Non-Transfer Event other event described in Section 6.1.1(b) that would result in a Transfer transfer of Shares to a Charitable Trust, such Shares shall be deemed to have been Transferred transferred to the Charitable Trustee as trustee of a Charitable Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such Transfer transfer to the Charitable Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or Non-Transfer Event other event that results in the Transfer transfer to the Charitable Trust pursuant to Section 6.1.1(b). The Charitable Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 6.2.6.
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