Ownership in Trust. Upon any purported Transfer or other event described in Article NINTH (b)(1)(ii) that would result in a transfer of shares of Capital Stock to a Trust, such shares of Capital Stock 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 other event that results in the transfer to the Trust pursuant to Article NINTH (b)(1)(ii). 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 Article NINTH (c)(6).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Walter Industries Inc /New/), Agreement and Plan of Merger (Walter Industries Inc /New/), Agreement and Plan of Merger (Hanover Capital Mortgage Holdings Inc)
Ownership in Trust. Upon any purported Transfer or other event described in Article NINTH (b)(1)(iiSection 9(b)(i)(B) that would result in a transfer of shares of Capital Series A Preferred Stock to a Trust, such shares of Capital Series A Preferred Stock 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 other event that results in the transfer to the Trust pursuant to Article NINTH (b)(1)(iiSection 9(b)(i)(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 Article NINTH (c)(6Section 9(c)(vi).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Spirit Realty Capital, Inc.), Agreement and Plan of Merger (Realty Income Corp), Agreement and Plan of Merger (Spirit Realty Capital, Inc.)