Common use of Sale of Shares by Charitable Trustee Clause in Contracts

Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Trust that Equity Shares have been transferred to the Charitable Trust, the Charitable Trustee shall sell the shares held in the Charitable Trust to a Person, designated by the Charitable Trustee, whose ownership of the shares will not violate the ownership limitations set forth in Section 2.1(a) of this Article V. Upon such sale, 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 and to the Charitable Beneficiary as provided in this Section 3.4. The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares on the day of the event causing the shares to be held in the Charitable Trust and (2) the net sale proceeds received by the Charitable Trustee from the sale or other disposition of the shares held in the Charitable Trust. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Trust that Equity Shares have been transferred to the Charitable Trustee, such shares are sold by a Prohibited Owner, then (i) such shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.4, such excess shall be paid to the Charitable Trustee upon demand.

Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Trust Company that Equity Shares have been transferred to the Charitable Trust, the Charitable Trustee shall sell the shares Shares held in the Charitable Trust to a Personperson, designated by the Charitable Trustee, whose ownership of the shares Shares will not violate the ownership limitations set forth in Section 2.1(a) of this Article V. 11.2(a). In connection with any such sale, the Charitable Trustee shall use good faith efforts to sell such Shares at a fair market price. Upon such sale, 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 and to the Charitable Beneficiary as provided in this Section 3.411.3(e). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares Shares or, if the Prohibited Owner did not give value for the shares Shares in connection with the event causing the shares Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares Shares on the day of the event causing the shares Shares to be held in the Charitable Trust and (2) the net sale proceeds price per Share received by the Charitable Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares Shares held in the Charitable Trust. The Charitable Trustee 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. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Trust Company that Equity Shares have been transferred to the Charitable Trustee, such shares Shares are sold by a Prohibited Owner, then (i) such shares Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.411.3(e), such excess shall be paid to the Charitable Trustee upon demand.

Sale of Shares by Charitable Trustee. Within Unless otherwise directed by the Board of Trustees, within 20 days of receiving notice from the Trust that Equity Shares have been transferred to the Charitable Trust, or as soon thereafter as practicable, the Charitable Trustee shall sell the shares Equity Shares held in the Charitable Trust (together with the right to receive dividends or other distributions with respect to any Equity Shares transferred to the Charitable Trustee as a result of the operation of Section 5.2.1(b)) to a Person, designated by the Charitable Trustee, whose ownership of the shares Equity Shares will not violate the ownership limitations set forth in Section 2.1(a) of this Article V. Ownership Limit. Upon such sale, the interest of the Charitable Beneficiary in the shares Equity Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 3.45.3.5. The A Prohibited Owner shall receive the lesser of (1a) the net price paid by the Prohibited Owner for the shares Equity Shares or, if the Prohibited Owner did not give value for the shares Equity Shares in connection with the event causing the shares Equity Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares Equity Shares on the day of the event causing the shares Equity Shares to be held in the Charitable Trust, less the costs, expenses and compensation of the Charitable Trustee and the Trust as provided in Section 5.4 and (2b) the net sale proceeds received by the Charitable Trustee from the sale or other disposition of the shares Equity Shares held in the Charitable Trust. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to less the discovery by costs, expenses and compensation of the Charitable Trustee and the Trust that as provided in Section 5.4. If such Equity Shares have been transferred to the Charitable Trustee, such shares are sold by a Prohibited Owner, then (ia) such shares Equity Shares shall be deemed to have been sold on behalf of the Charitable Trust and (iib) to the extent that the Prohibited Owner received an amount for such shares Equity Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.45.3.5, such excess shall be paid promptly to the Charitable Trustee upon demand.

Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Trust Corporation that Equity Shares have been transferred Transferred to the Charitable Trust, the Charitable Trustee shall sell the shares Shares held in the Charitable Trust to a Person, designated by the Charitable Trustee, whose ownership of the shares Shares will not violate the ownership limitations set forth in Section 2.1(a) of this Article V. 6.1.1(a). Upon such sale, 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 and to the Charitable Beneficiary as provided in this Section 3.46.2.4. The Prohibited Owner shall receive the lesser of (1a) the price paid by the Prohibited Owner for the shares Shares or, if the Prohibited Owner did not give value for the shares Shares in connection with the event causing the shares Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares Shares on the day of the event causing the shares Shares to be held in the Charitable Trust and (2b) the net sale proceeds price per share received by the Charitable Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares Shares held in the Charitable Trust. The Charitable Trustee 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. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Trust Corporation that Equity Shares have been transferred Transferred to the Charitable Trustee, such shares Shares are sold by a Prohibited Owner, then (i) such shares Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.46.2.4, such excess shall be paid to the Charitable Trustee upon demand.

Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Trust that Equity Shares have been transferred to the Charitable Trust, the Charitable Trustee shall sell the shares Shares held in the Charitable Trust to a Person, designated by the Charitable Trustee, whose ownership of the shares Shares will not violate the ownership limitations set forth in Section 2.1(a) of this Article V. 14.1(a). Upon such sale, 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 and to the Charitable Beneficiary as provided in this Section 3.414.2(e). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares Shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares Shares to be held in the Charitable Trust (e.g., in the case did not involve a purchase of a gift, devise or other such transaction)Shares at Market Price, the Market Price of the shares Shares on the day of the event causing the shares Shares to be held in the Charitable Trust and (2) the net sale proceeds price per Share received by the Charitable Trustee (net of any commissions and other expenses) from the sale or other disposition of the shares Shares held in the Charitable Trust. The Charitable Trustee 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 14.2(c). Any net sales proceeds in excess of the amount payable to the Prohibited Owner and any other amounts received by the Charitable Trustee with respect to such Shares shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Trust that Equity Shares have been transferred to the Charitable Trustee, such shares Shares are sold by a Prohibited Owner, then (i) such shares Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.414.2(e), such excess shall be paid to the Charitable Trustee upon demanddemand for payment to the Charitable Beneficiary.

Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Trust NXDT that Equity Shares have been transferred to the Charitable Trust, the Charitable Trustee of the Charitable Trust shall sell the shares held in the Charitable Trust to a Personperson, designated by the Charitable Trustee, whose ownership of the shares will not violate the ownership limitations set forth in Section 2.1(a) of this Article V. 12.2.1(a). Upon such sale, 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 and to the Charitable Beneficiary as provided in this Section 3.412.3.4. The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares on the day of the event causing the shares to be held in the Charitable Trust and (2) the net sale proceeds price per share received by the Charitable Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares held in the Charitable Trust. The Charitable Trustee 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 12.3.3 of this Article XII. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Trust NXDT that Equity Shares have been transferred to the Charitable Trustee, such shares are sold by a Prohibited Owner, then (i) such shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for for, or in respect of, such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.412.3.4, such excess shall be paid to the Charitable Trustee upon demand.

Sale of Shares by Charitable Trustee. Within Unless otherwise directed by the Board of Trustees, within 20 days of receiving notice from the Trust that Equity Shares have been transferred to the Charitable Trust, or as soon thereafter as practicable, the Charitable Trustee shall sell the shares Equity Shares held in the Charitable Trust (together with the right to receive dividends or other distributions with respect to any Equity Shares transferred to the Charitable Trustee as a result of the operation of Section 5.2(b)) to a Person, designated by the Charitable Trustee, whose ownership of the shares Equity Shares will not violate the ownership limitations set forth in Section 2.1(a) of this Article V. Ownership Limit. Upon such sale, the interest of the Charitable Beneficiary in the shares Equity Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 3.45.3(e). The A Prohibited Owner shall receive the lesser of (1a) the net price paid by the Prohibited Owner for the shares Equity Shares or, if the Prohibited Owner did not give value for the shares Equity Shares in connection with the event causing the shares Equity Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares Equity Shares on the day of the event causing the shares Equity Shares to be held in the Charitable Trust, less the costs, expenses and compensation of the Charitable Trustee and the Trust as provided in Section 5.4 and (2b) the net sale proceeds received by the Charitable Trustee from the sale or other disposition of the shares Equity Shares held in the Charitable Trust. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to less the discovery by costs, expenses and compensation of the Charitable Trustee and the Trust that as provided in Section 5.4. If such Equity Shares have been transferred to the Charitable Trustee, such shares are sold by a Prohibited Owner, then (ia) such shares Equity Shares shall be deemed to have been sold on behalf of the Charitable Trust and (iib) to the extent that the Prohibited Owner received an amount for such shares Equity Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.45.3(e), such excess shall be paid promptly to the Charitable Trustee upon demand.

Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Trust that Equity Shares have been transferred Transferred to the Charitable Trust, the Charitable Trustee shall sell the shares Shares held in the Charitable Trust to a Person, designated by the Charitable Trustee, whose ownership of the shares Shares will not violate the ownership limitations set forth in Section 2.1(a) of this Article V. 6.9.1(a). Upon such sale, 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 and to the Charitable Beneficiary as provided in this Section 3.46.9.10(d). The Prohibited Owner shall receive the lesser of (1a) the price paid by the Prohibited Owner for the shares Shares or, if the Prohibited Owner did not give value for the shares Shares in connection with the event causing the shares Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares Shares on the day of the event causing the shares Shares to be held in the Charitable Trust and (2b) the net sale proceeds price per share received by the Charitable Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares Shares held in the Charitable Trust. The Charitable Trustee 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). Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Trust that Equity Shares have been transferred Transferred to the Charitable Trustee, such shares Shares are sold by a Prohibited Owner, then (i) such shares Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.46.9.10(d), such excess shall be paid to the Charitable Trustee upon demand.

Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Trust that Equity Shares have been transferred to the Charitable Trust, the Charitable Trustee shall sell the shares held in the Charitable Trust to a Person, designated by the Charitable Trustee, whose ownership of the shares will not violate the ownership limitations set forth in Section 2.1(a) of this Article V. Upon such sale, 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 and to the Charitable Beneficiary as provided in this Section 3.4. The Prohibited Owner shall receive the lesser of (1a) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares on the day of the event causing the shares to be held in the Charitable Trust and (2b) the net sale proceeds received by the Charitable Trustee from the sale or other disposition of the shares held in the Charitable Trust. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Trust that Equity Shares have been transferred to the Charitable Trustee, such shares are sold by a Prohibited Owner, then (ia) such shares shall be deemed to have been sold on behalf of the Charitable Trust and (iib) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.4, such excess shall be paid to the Charitable Trustee upon demand.

Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Trust that Equity Shares have been transferred to the Charitable Trust, the Charitable Trustee shall sell the shares Shares held in the Charitable Trust to a Person, designated by the Charitable Trustee, whose ownership of the shares Shares will not violate the ownership limitations set forth in Section 2.1(a3.1(a) of this Article V. Upon such sale, 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 and to the Charitable Beneficiary as provided in this Section 3.44.4. The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares Shares or, if the Prohibited Owner did not give value for the shares Shares in connection with the event causing the shares Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price Net Asset Value of the shares Shares on the day of the event causing the shares Shares to be held in the Charitable Trust and (2) the net sale proceeds received by the Charitable Trustee from the sale or other disposition of the shares Shares held in the Charitable Trust. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Trust that Equity Shares have been transferred to the Charitable Trustee, such shares Shares are sold by a Prohibited Owner, then (i) such shares Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.44.4, such excess shall be paid to the Charitable Trustee upon demand.

Sale of Shares by Charitable Trustee. Within Unless otherwise directed by the Board of Trustees, within 20 days of receiving notice from the Trust that Equity Shares have been transferred to the Charitable Trust, or as soon thereafter as practicable, the Charitable Trustee shall sell the shares Shares held in the Charitable Trust (together with the right to receive dividends or other distributions with respect to any Shares transferred to the Charitable Trustee as a result of the operation of Section 13.2(b)) to a Person, designated by the Charitable Trustee, whose ownership of the shares Shares will not violate the ownership limitations set forth in Section 2.1(a) PPIP Ownership Limit or otherwise violate the terms of this Article V. the PPIP. Upon such sale, 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 and to the Charitable Beneficiary as provided in this Section 3.413.3(e). The A Prohibited Owner shall receive the lesser of (1a) the net price paid by the Prohibited Owner for the shares Shares or, if the Prohibited Owner did not give value for the shares Shares in connection with the event causing the shares Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price last reported sales price of the shares Shares reported on the NYSE on the day of the event causing which resulted in the shares transfer of such Shares to be held in the Charitable Trust or the immediately preceding trading day on the NYSE if such event did not occur on a trading day, less the costs, expenses and compensation of the Charitable Trustee and the Trust as provided in Section 13.4 and (2b) the net sale proceeds (net of commissions and other expenses of sale) received by the Charitable Trustee from the sale or other disposition of the shares Shares held in the Charitable Trust. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to less the discovery by costs, expenses and compensation of the Charitable Trustee and the Trust that Equity as provided in Section 13.4. If such Shares have been transferred to the Charitable Trustee, such shares are sold by a Prohibited Owner, then (ia) such shares Shares shall be deemed to have been sold on behalf of the Charitable Trust and (iib) to the extent that the Prohibited Owner received an amount for such shares Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.413.3(e), such excess shall be paid promptly to the Charitable Trustee upon demand.

Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Trust that Equity Shares have been transferred to the Charitable Trust, the Charitable Trustee of the Charitable Trust shall sell the shares held in the Charitable Trust to a Personperson, designated by the Charitable Trustee, whose ownership of the shares will not violate the ownership limitations set forth in Section 2.1(a) of this Article V. 7.2(a)(i). Upon such sale, 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 and to the Charitable Beneficiary as provided in this Section 3.47.3(d). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares on the day of the event causing the shares to be held in the Charitable Trust and (2) the net sale proceeds price per share received by the Charitable Trustee from the sale or other disposition of the shares held in the Charitable Trust. The Charitable Trustee 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 7.3(c) of this Article VII. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Trust that Equity Shares have been transferred to the Charitable Trustee, such shares are sold by a Prohibited Owner, then (i1) such shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii2) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.47.3(d), such excess shall be paid to the Charitable Trustee upon demand.

Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Trust Company that Equity Shares have been transferred to the Charitable Trust, the Charitable Trustee shall sell the shares Shares held in the Charitable Trust to a Personperson, designated by the Charitable Trustee, whose ownership of the shares Shares will not violate the ownership limitations set forth in Section 2.1(a) of this Article V. 11.2(a). In connection with any such sale, the Charitable Trustee shall use good faith efforts to sell such Shares at a fair Market Price. Upon such sale, 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 and to the Charitable Beneficiary as provided in this Section 3.411.3(e). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares Shares or, if the Prohibited Owner did not give value for the shares Shares in connection with the event causing the shares Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares Shares on the day of the event causing the shares Shares to be held in the Charitable Trust and (2) the net sale proceeds price per Share received by the Charitable Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares Shares held in the Charitable Trust. The Charitable Trustee 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. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Trust Company that Equity Shares have been transferred to the Charitable Trustee, such shares Shares are sold by a Prohibited Owner, then (i) such shares Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.411.3(e), such excess shall be paid to the Charitable Trustee upon demand.

Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Trust Corporation that Equity Shares have been transferred to the Charitable Trust, the Charitable Trustee shall sell the shares Shares held in the Charitable Trust to a Personperson, designated by the Charitable Trustee, whose ownership of the shares Shares will not violate the ownership limitations set forth in Section 2.1(a) of this Article V. 7.1.1(a). Upon such sale, 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 and to the Charitable Beneficiary as provided in this Section 3.47.2.4. The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares Shares or, if the Prohibited Owner did not give value for the shares Shares in connection with the event causing the shares Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares Shares on the day of the event causing the shares Shares to be held in the Charitable Trust and (2) the net sale proceeds price per Share received by the Charitable Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares Shares held in the Charitable Trust. The Charitable Trustee 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 7.2.3 of this Article VII. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Trust Corporation that Equity Shares have been transferred to the Charitable Trustee, such shares Shares are sold by a Prohibited Owner, then (i) such shares Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.47.2.4, such excess shall be paid to the Charitable Trustee upon demand.

Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Trust NHF that Equity Shares have been transferred to the Charitable Trust, the Charitable Trustee of the Charitable Trust shall sell the shares held in the Charitable Trust to a Personperson, designated by the Charitable Trustee, whose ownership of the shares will not violate the ownership limitations set forth in Section 2.1(a) of this Article V. 12.2.1(a). Upon such sale, 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 and to the Charitable Beneficiary as provided in this Section 3.412.3.4. The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares on the day of the event causing the shares to be held in the Charitable Trust and (2) the net sale proceeds price per share received by the Charitable Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares held in the Charitable Trust. The Charitable Trustee 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 12.3.3 of this Article XII. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Trust NHF that Equity Shares have been transferred to the Charitable Trustee, such shares are sold by a Prohibited Owner, then (i) such shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for for, or in respect of, such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.412.3.4, such excess shall be paid to the Charitable Trustee upon demand.

Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Trust that Equity Shares have been transferred to the Charitable Trust, the Charitable Trustee shall sell the shares held in the Charitable Trust to a Person, designated by the Charitable Trustee, whose ownership of the shares will not violate the ownership limitations -19- set forth in Section 2.1(a) of this Article V. Upon such sale, 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 and to the Charitable Beneficiary as provided in this Section 3.4. The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares on the day of the event causing the shares to be held in the Charitable Trust and (2) the net sale proceeds received by the Charitable Trustee from the sale or other disposition of the shares held in the Charitable Trust. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Trust that Equity Shares have been transferred to the Charitable Trustee, such shares are sold by a Prohibited Owner, then (i) such shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.4, such excess shall be paid to the Charitable Trustee upon demand.

Sale of Shares by Charitable Trustee. Within 20 days of receiving notice from the Trust Corporation that Equity Shares have been transferred to the Charitable Trust, the Charitable Trustee shall sell the shares Shares held in the Charitable Trust to a Person, designated by the Charitable Trustee, whose ownership of the shares Shares will not violate the ownership limitations set forth in Section 2.1(a) of this Article V. 6.1.1(a). Upon such sale, 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 and to the Charitable Beneficiary as provided in this Section 3.46.2.4. The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares Shares or, if the Prohibited Owner did not give value for the shares Shares in connection with the event causing the shares Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares Shares on the day of the event causing the shares Shares to be held in the Charitable Trust and (2) the net sale proceeds price per share received by the Charitable Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares Shares held in the Charitable Trust. The Charitable Trustee 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. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Trust Corporation that Equity Shares have been transferred to the Charitable Trustee, such shares Shares are sold by a Prohibited Owner, then (i) such shares Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 3.46.2.4, such excess shall be paid to the Charitable Trustee upon demand.