Common use of Transfer in Trust Clause in Contracts

Transfer in Trust. If any Transfer of Shares of such Series occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning Shares of such Series in violation of Section 13.2(a)(i) or (ii). i. then that number of Shares of such Series the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 13.2(a)(i) or (ii) (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 13.11, effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such shares; or ii. if the transfer to the Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 13.2(a)(i) or (ii), then the Transfer of that number of Shares of such Series that otherwise would cause any Person to violate Section 13.2(a)(i) or (ii) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares of such Series.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (ETRE Residential, LLC), Limited Liability Company Agreement (Etre Reit, LLC)

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Transfer in Trust. If any Transfer of Shares shares of such Series Capital Stock occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning Shares shares of such Series Capital Stock in violation of Section 13.2(a)(i7.2.1(a)(i) or (ii)., i. (i) then that number of Shares shares of such Series the Capital Stock the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 13.2(a)(i7.2.1(a)(i) or (ii) (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 13.117.3, effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such shares; or (ii. ) if the transfer to the Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 13.2(a)(i7.2.1(a)(i) or (ii), then the Transfer of that number of Shares shares of such Series Capital Stock that otherwise would cause any Person to violate Section 13.2(a)(i7.2.1(a)(i) or (ii) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares shares of such SeriesCapital Stock.

Appears in 1 contract

Samples: Merger Agreement (Forest City Realty Trust, Inc.)

Transfer in Trust. If any Transfer of Shares of such Series occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning Shares of such Series in violation of Section ‎Section 13.2(a)(i) or (ii‎(ii). i. (i) then that number of Shares of such Series the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section ‎Section 13.2(a)(i) or (ii‎(ii) (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section ‎Section 13.11, effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such shares; or (ii. ) if the transfer to the Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section ‎Section 13.2(a)(i) or (ii‎(ii), then the Transfer of that number of Shares of such Series that otherwise would cause any Person to violate Section ‎Section 13.2(a)(i) or (ii‎(ii) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares of such Series.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Etre Reit, LLC)

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Transfer in Trust. If any Transfer of Shares of such Series occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning Shares shares of such Series Capital Stock in violation of Section 13.2(a)(i) or 7.2.1(a)(i), (ii)., or (iv): i. (i) then that number of Shares shares of such Series the Capital Stock the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 13.2(a)(i7.2.1(a)(i), (ii) or (iiiv) (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 13.117.3, effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such shares; or (ii. ) if the transfer to the Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 13.2(a)(i7.2.1(a)(i), (ii) or (iiiv), then the Transfer of that number of Shares shares of such Series Capital Stock that otherwise would cause any Person to violate Section 13.2(a)(i7.2.1(a)(i), (ii) or (iiiv) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares of such Seriesshares.

Appears in 1 contract

Samples: Merger Agreement (Aames Investment Corp)

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