Shares of Class E Excess. Preferred Stock shall not be transferable. Subject to the last sentence of this clause (1), the Purported Record Transferee may freely designate a Beneficiary of an interest in the Trust (representing the number of shares of Class E Excess Preferred Stock held by the Trust attributable to a purported Transfer that resulted in the issuance of Class E Excess Preferred Stock), if (i) the Class E Excess Preferred Stock held in the Trust would not be Class E Excess Preferred Stock in the hands of such Beneficiary and (ii) the Purported Beneficial Transferee does not receive a price from such Beneficiary that reflects a price per share for such Class E Excess Preferred Stock that exceeds (x) the price per share such Purported Beneficial Transferee paid for the Class E Preferred Stock in the purported Transfer that resulted in the issuance of Class E Excess Preferred Stock, or (y) if the Transfer or other event that resulted in the issuance of Class E Excess Preferred Stock was not a transaction in which the Purported Beneficial Transferee gave full value for such Class E Excess Preferred Stock, a price per share equal to the Market Price on the date of the purported Transfer or other event that resulted in the issuance of Class E Excess Preferred Stock. Upon such transfer of an interest in the Trust, the corresponding shares of Class E Excess Preferred Stock in the Trust shall be automatically exchanged for an equal number of shares of Class E Preferred Stock and such Class E Preferred Stock shall be transferred of record to the transferee of the interest in the Trust if such Class E Preferred Stock would not be Class E Excess Preferred Stock in the hands of such transferee. Prior to any transfer of any interest in the Trust, the Purported Record Transferee must give advance notice to the Corporation of the intended transfer and the Corporation must have waived in writing its purchase rights under subparagraph (11)(f) of this paragraph (G).
