Common use of Transfer in Trust Clause in Contracts

Transfer in Trust. If any Transfer of shares of Capital Stock occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Capital Stock in violation of Section 7.2.1(a)(i) or (ii), (i) then that number of shares of the Capital Stock the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 7.2.1(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 7.3, 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 of Capital Stock; 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 7.2.1(a)(i) or (ii), then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 7.2.1(a)(i) or (ii) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock. (iii) To the extent that, upon a transfer of shares of Capital Stock pursuant to this Section 7.2.1(b), a violation of any provision of this Article VII would nonetheless be continuing (for example where the ownership of shares of Capital Stock by a single Trust would violate the 100 stockholder requirement applicable to REITs), then shares of Capital Stock shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of this Article VII.

Transfer in Trust. If any Transfer of shares of Capital Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system) occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Capital Stock in violation of Section 7.2.1(a)(i6.2.1(a)(i) or (ii),): (i) then that number of shares of the Capital Stock Stock, the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 7.2.1(a)(i6.2.1(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 7.36.3, 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 of Capital Stockshares; or (ii) if the transfer Transfer to the Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 7.2.1(a)(i6.2.1(a)(i) or (ii), then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 7.2.1(a)(i6.2.1(a)(i) or (ii) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock. . In determining which shares of Capital Stock are to be transferred to a Trust in accordance with this Section 6.2.1(b) and Section 6.3 hereof, shares shall be so transferred to a Trust in such manner as minimizes the aggregate value of the shares that are transferred to the Trust (iiiexcept as provided in Section 6.2.6) and, to the extent not inconsistent therewith, on a pro rata basis. To the extent that, upon a transfer of shares of Capital Stock pursuant to this Section 7.2.1(b6.2.1(b), a violation of any provision of this Article VII Section 6.2.1(a) would nonetheless be continuing (as, for example example, where the ownership of shares of Capital Stock by a single Trust would violate result in the shares of Capital Stock being Beneficially Owned (determined under the principles of Section 856(a)(5) of the Code) by fewer than 100 stockholder requirement applicable to REITsPersons), then shares of Capital Stock shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of this Article VIISection 6.2.1(a) hereof.

Transfer in Trust. (1) If any Transfer of shares of Capital Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system) occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning Owning, or otherwise having any direct or indirect interest in shares of Capital Stock in violation of any provision of Section 7.2.1(a)(i) or (ii), 2.1(a): (i) then that number of shares of the Capital Stock the Beneficial Ownership or Constructive Ownership of which of, or direct or indirect interest in, would otherwise would cause such Person to violate Section 7.2.1(a)(i) or (ii) violation (rounded up to the nearest whole share) shall be automatically transferred to a Trust one or more Trusts for the benefit of a Charitable Beneficiary, as described in Section 7.33, 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 of Capital Stockshares; or or (ii) if the transfer to the Trust or Trusts described in clause (i) of this sentence paragraph 1 above would not be effective for any reason to prevent the violation of Section 7.2.1(a)(i) or (ii2.1(a), then the Transfer of that number of shares of Capital Stock that otherwise would cause a violation of any Person to violate provision of Section 7.2.1(a)(i) or (ii2.1(a) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock. (iii2) To the extent that, upon a transfer of In determining which shares of Capital Stock pursuant are to this Section 7.2.1(b), a violation of any provision of this Article VII would nonetheless be continuing (for example where the ownership of shares of Capital Stock by a single Trust would violate the 100 stockholder requirement applicable to REITs), then shares of Capital Stock shall be transferred to that number a Trust in accordance with this Section 2.1(b) and Section 3, shares shall be so transferred to a Trust in such manner as minimizes the aggregate value of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Beneficiaries the shares that are distinct from transferred to the Trust (except to the extent that the Board of Directors determines that the shares transferred to the Trust shall be those of each other Trust, such directly or indirectly held or Beneficially Owned or Constructively Owned by a Person or Persons that there is no violation of any provision caused or contributed to the application of this Article VII.Section

Transfer in Trust. (1) If any Transfer of shares of Capital Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system) occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning Owning, or otherwise having any direct or indirect interest in shares of Capital Stock in violation of any provision of Section 7.2.1(a)(i) or (ii), 2.1(a): (i) then that number of shares of the Capital Stock the Beneficial Ownership or Constructive Ownership of which of, or direct or indirect interest in, would otherwise would cause such Person to violate Section 7.2.1(a)(i) or (ii) violation (rounded up to the nearest whole share) shall be automatically transferred to a Trust one or more Trusts for the benefit of a Charitable Beneficiary, as described in Section 7.33, 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 of Capital Stockshares; or or (ii) if the transfer to the Trust or Trusts described in clause (i) of this sentence paragraph 1 above would not be effective for any reason to prevent the violation of Section 7.2.1(a)(i) or (ii2.1(a), then the Transfer of that number of shares of Capital Stock that otherwise would cause a violation of any Person to violate provision of Section 7.2.1(a)(i) or (ii2.1(a) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock. (iii2) In determining which shares of Capital Stock are to be transferred to a Trust in accordance with this Section 2.1(b) and Section 3, shares shall be so transferred to a Trust in such manner as minimizes the aggregate value of the shares that are transferred to the Trust (except to the extent that the Board of Directors determines that the shares transferred to the Trust shall be those directly or indirectly held or Beneficially Owned or Constructively Owned by a Person or Persons that caused or contributed to the application of this Section 2.1(b)), and to the extent not inconsistent therewith, on a pro rata basis. (3) To the extent that, upon a transfer of shares of Capital Stock pursuant to this Section 7.2.1(b2.1(b), a violation of any provision of this Article VII Section 2.1(a) would nonetheless be continuing (for example where the ownership of shares of Capital Stock by a single Trust would violate exceed the 100 stockholder requirement applicable to REITsSection 382 Limit), then shares of Capital Stock shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of this Article VIISection 2.1(a).

Transfer in Trust. If any Transfer of shares of Capital Stock occurs on or after the Initial Date which, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Capital Stock in violation of Section 7.2.1(a)(i) or (ii2(1)(A)(i)-(iv), (i) then that number of shares of the Capital Stock Stock, the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 7.2.1(a)(i) or (ii2(1)(A)(i)-(iv) (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 7.33, effective as of the close of business on the Business Day prior to the date of such TransferTransfer (or if a Transfer results in a transfer to a Trust pursuant to this Section 2(1)(B) on the Initial Date, effective as of the close of business on the Initial Date), and such Person shall acquire no rights in such shares of Capital Stockshares; or (ii) if the transfer to the Trust described in clause (i) of this sentence Section 2(1)(B) would not be effective for any reason to prevent the violation of Section 7.2.1(a)(i) or (ii2(1)(A)(i)-(iv), then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 7.2.1(a)(i) or (ii2(1)(A)(i)-(iv) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock. (iii) Subject to Section 2(6), in determining which shares of Capital Stock are to be transferred to a Trust in accordance with this Section 2(1)(B) and Section 3 hereof, shares shall be so transferred to a Trust in such manner that minimizes the aggregate value of the shares that are transferred to the Trust (except to the extent that the Board of Directors determines that the shares transferred to the Trust shall be those directly or indirectly held or Beneficially Owned or Constructively Owned by a Person or Persons that caused or contributed to the application of this Section 2(1)(B)), and to the extent not inconsistent therewith, on a pro rata basis. (iv) To the extent that, upon a transfer of shares of Capital Stock pursuant to this Section 7.2.1(b2(1)(B), a violation of any provision of this Article VII IV would nonetheless be continuing (for example where the ownership of shares of Capital Stock by a single Trust would violate the 100 stockholder requirement applicable to REITs), then shares of Capital Stock shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Charitable Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of this Article VIIIV.

Transfer in Trust. If any Transfer of shares of Capital Stock (whether or not such Transfer is the result of a transaction entered into through the facilities of the NASDAQ or any other national securities exchange or automated inter-dealer quotation system) or Non-Transfer Event occurs on or after the Initial Date which, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Capital Stock in violation of Section 7.2.1(a)(i) clauses (1), (2), (3), (4), or (ii),5) of Section 4.2(a)(i): (i1) then that number of shares of the Capital Stock the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 7.2.1(a)(i) clauses (1), (2), (3), (4), or (ii5) of Section 4.2(a)(i) (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 7.34.3, effective as of the close of business on the Business Day prior to the date of such TransferTransfer or Non-Transfer Event (which effective date will in no event be earlier than the Initial Date), and such Person shall acquire no rights in such shares of Capital Stock; or (ii2) if the transfer to the Trust described in clause (i1) of this sentence Section 4.2(a)(ii) above would not be effective for any reason to prevent the violation of Section 7.2.1(a)(iclauses (1), (2), (3), (4) or (ii5) of Section 4.2(a)(i), then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 7.2.1(a)(i) clauses (1), (2), (3), (4), or (ii5) of Section 4.2(a)(i) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock. (iii3) In determining which shares of Capital Stock are to be transferred to a Trust in accordance with this Section 4.2(a)(ii) and Section 4.3 hereof, shares shall be so transferred to a Trust in such manner that minimizes the aggregate value of the shares that are transferred to the Trust (except to the extent that the Board of Directors determines that the shares transferred to the Trust shall be those directly or indirectly held or Beneficially Owned or Constructively Owned by a Person or Persons that caused or contributed to the application of this Section 4.2(a)(ii)), and to the extent not inconsistent therewith, on a pro rata basis. (4) To the extent that, upon a transfer of shares of Capital Stock pursuant to this Section 7.2.1(b4.2(a)(ii), a violation of any provision of this Article VII Section 4.2(a)(i) would nonetheless be continuing (for example where the ownership of shares of Capital Stock by a single Trust would violate result in the Capital Stock being beneficially owned (determined under the principles of Section 856(a)(5) of the Code) by less than 100 stockholder requirement applicable to REITspersons), then the shares of Capital Stock shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of this Article VIISection 4.2(a)(i).

Transfer in Trust. If any Transfer of shares of Capital Stock Equity Shares occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Capital Stock Equity Shares in violation of Section 7.2.1(a)(i7.2(a)(i)(A), (B) or (iiD), (iA) then that number of shares of the Capital Stock Equity Shares the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 7.2.1(a)(i7.2(a)(i)(A), (B) or (iiD) (rounded up to the nearest whole share) shall be automatically transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as described in Section 7.3, effective as of the close of business on the Business Day business day prior to the date of such Transfer, and such Person shall acquire no rights in such shares of Capital StockEquity Shares; or (iiB) if the transfer to the Charitable Trust described in clause (iA) of this sentence would not be effective for any reason to prevent the violation of Section 7.2.1(a)(i7.2(a)(i)(A), (B) or (iiD), then the Transfer of that number of shares of Capital Stock Equity Shares that otherwise would cause any Person to violate Section 7.2.1(a)(i7.2(a)(i)(A), (B) or (iiD) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock. (iii) Equity Shares. To the extent that, upon a transfer of shares of Capital Stock Equity Shares pursuant to this Section 7.2.1(b7.2(a)(ii), a violation of any provision of this Article VII would nonetheless be continuing (for example example, where the ownership of shares of Capital Stock Equity Shares by a single Charitable Trust would violate the 100 stockholder shareholder requirement applicable to REITs), then shares of Capital Stock Equity Shares shall be transferred to that number of Charitable Trusts, each having a distinct Charitable Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Charitable Trust, such that there is no violation of any provision of this Article VII.