Common use of Purchase Right in Shares Transferred to the Charitable Trustee Clause in Contracts

Purchase Right in Shares Transferred to the Charitable Trustee. Shares transferred to the Charitable Trustee shall be deemed to have been offered for sale to the Company, or its designee, at a price per Share equal to the lesser of (i) the price per Share in the transaction that resulted in such transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the Company, or its designee, accepts such offer. The Company may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 11.3(c) of this Article XI. The Company may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary. The Company shall have the right to accept such offer until the Charitable Trustee has sold the Shares held in the Charitable Trust pursuant to Section 11.3(e). Upon such a sale to the Company, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.

Appears in 5 contracts

Samples: Limited Liability Company Operating Agreement (Greenbacker Renewable Energy Co LLC), Limited Liability Company Operating Agreement (Greenbacker Renewable Energy Co LLC), Limited Liability Company Operating Agreement (Greenbacker Renewable Energy Co LLC)

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Purchase Right in Shares Transferred to the Charitable Trustee. Shares transferred Transferred to the Charitable Trustee shall be deemed to have been offered for sale to the CompanyCorporation, or its designee, at a price per Share equal to the lesser of (ia) the price per Share in the transaction that resulted in such transfer Transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (iib) the Market Price on the date the CompanyCorporation, or its designee, accepts such offer. The Company may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 11.3(c) of this Article XI. The Company may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary. The Company Corporation shall have the right to accept such offer until the Charitable Trustee has sold the Shares held in the Charitable Trust pursuant to Section 11.3(e)6.2.4. Upon such a sale to the CompanyCorporation, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner. The Corporation may reduce the amount payable to the Prohibited Owner by the amount of dividends and other Distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 6.2.3 of this Article VI. The Corporation may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MVP REIT II, Inc.), Agreement and Plan of Merger (MVP REIT, Inc.)

Purchase Right in Shares Transferred to the Charitable Trustee. Shares transferred to the Charitable Trustee shall be deemed to have been offered for sale to the Company, or its designee, at a price per Share equal to the lesser of (i) the price per Share in the transaction that resulted in such transfer Transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the Company, or its designee, accepts such offer. The Company may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 11.3(c) of this Article XI. The Company may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary. The Company shall have the right to accept such offer until the Charitable Trustee has sold the Shares held in the Charitable Trust pursuant to Section 11.3(e). Upon such a sale to the Company, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Greenbacker Renewable Energy Co LLC)

Purchase Right in Shares Transferred to the Charitable Trustee. Shares transferred to the Charitable Trustee shall be deemed to have been offered for sale to the CompanyCorporation, or its designee, at a price per Share share equal to the lesser of (i) the price per Share in the transaction that resulted in such transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the CompanyCorporation, or its designee, accepts such offer. The Company Corporation may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions other Distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 11.3(c) 7.2.3 of this Article XIVII. The Company Corporation may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary. The Company Corporation shall have the right to accept such offer until the Charitable Trustee has sold the Shares held in the Charitable Trust pursuant to Section 11.3(e)7.2.4. Upon such a sale to the CompanyCorporation, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cole Credit Property Trust III, Inc.)

Purchase Right in Shares Transferred to the Charitable Trustee. Shares transferred to the Charitable Trustee shall be deemed to have been offered for sale to the CompanyCorporation, or its designee, at a price per Share share equal to the lesser of (i) the price per Share share in the transaction that resulted in such transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the CompanyCorporation, or its designee, accepts such offer. The Company Corporation may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions other Distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 11.3(c) 6.2.3 of this Article XIVI. The Company Corporation may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary. The Company Corporation shall have the right to accept such offer until the Charitable Trustee has sold the Shares held in the Charitable Trust pursuant to Section 11.3(e)6.2.4. Upon such a sale to the CompanyCorporation, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Carey Watermark Investors 2 Inc)

Purchase Right in Shares Transferred to the Charitable Trustee. Shares transferred Transferred to the Charitable Trustee shall be deemed to have been offered for sale to the CompanyTrust, or its designee, at a price per Share equal to the lesser of (ia) the price per Share in the transaction that resulted in such transfer Transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (iib) the Market Price on the date the CompanyTrust, or its designee, accepts such offer. The Company may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 11.3(c) of this Article XI. The Company may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary. The Company Trust shall have the right to accept such offer until the Charitable Trustee has sold the Shares held in the Charitable Trust pursuant to Section 11.3(e6.9.10(d). Upon such a sale to the CompanyTrust, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner. The Trust may reduce the amount payable to the Prohibited Owner by the amount of dividends and other distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 6.9.10(c). The Trust may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (Accordant ODCE Index Fund)

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Purchase Right in Shares Transferred to the Charitable Trustee. Shares transferred to the Charitable Trustee shall be deemed to have been offered for sale to the CompanyNHF, or its designee, at a price per Share share equal to the lesser of (i) the price per Share share in the transaction that resulted in such transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the CompanyNHF, or its designee, accepts such offer. The Company NHF may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 11.3(c) 12.3.3 of this Article XIXII. The Company NHF may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary. The Company NHF shall have the right to accept such offer until the Charitable Trustee has sold the Shares shares held in the Charitable Trust pursuant to Section 11.3(e)12.3.4. Upon such a sale to the CompanyNHF, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (NexPoint Strategic Opportunities Fund)

Purchase Right in Shares Transferred to the Charitable Trustee. Equity Shares transferred to the Charitable Trustee shall be deemed to have been offered for sale to the CompanyTrust, or its designee, at a price per Share share equal to the lesser of (i) the price per Share share in the transaction that resulted in such transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the CompanyTrust, or its designee, accepts such offer. The Company Trust may reduce the amount payable to the Prohibited Owner by the amount of dividends and other distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 11.3(c7.3(c) of this Article XIVII. The Company Trust may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary. The Company Trust shall have the right to accept such offer until the Charitable Trustee has sold the Shares shares held in the Charitable Trust pursuant to Section 11.3(e7.3(d). Upon such a sale to the CompanyTrust, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.

Appears in 1 contract

Samples: Shareholders Agreement (Americold Realty Trust)

Purchase Right in Shares Transferred to the Charitable Trustee. Shares transferred to the Charitable Trustee shall be deemed to have been offered for sale to the CompanyNXDT, or its designee, at a price per Share share equal to the lesser of (i) the price per Share share in the transaction that resulted in such transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the CompanyNXDT, or its designee, accepts such offer. The Company NXDT may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 11.3(c) 12.3.3 of this Article XIXII. The Company NXDT may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary. The Company NXDT shall have the right to accept such offer until the Charitable Trustee has sold the Shares shares held in the Charitable Trust pursuant to Section 11.3(e)12.3.4. Upon such a sale to the CompanyNXDT, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (Nexpoint Diversified Real Estate Trust)

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