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

Purchase Right in Units Transferred to the Trustee. Units transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its designee, at a price per Unit equal to the lesser of (i) the price per Unit in the transaction that resulted in such transfer to the Trust (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) and (ii) the Fair Market Value on the date the Company, or its designee, accepts such offer. The Company shall have the right to accept such offer until the Trustee has sold the Units held in the Trust pursuant to Section 11.8 hereof. Upon such a sale to the Company, the interest of the Charitable Beneficiary in the Units sold shall terminate and the Trustee shall distribute the net proceeds of the sale, reduced by any amounts previously received by the Prohibited Owner pursuant to Section 11.8 hereof in connection with prior extraordinary distributions, to the Prohibited Owner; provided, however, that the Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and other distributions 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 in excess of the amount payable to the Prohibited Owner shall be promptly distributed to the Charitable Beneficiary.