Common use of Transfer in Trust Clause in Contracts

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 6.2.1(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 6.2.1(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 6.3, 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 6.2.1(a)(i) or (ii), then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 6.2.1(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 (except 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 6.2.1(b), a violation of any provision of Section 6.2.1(a) would nonetheless be continuing (as, for example, where the ownership of shares of Capital Stock by a single Trust would 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 Persons), then shares of Capital Stock shall be transferred to that number of Trusts, each having a 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 Section 6.2.1(a) hereof.

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 6.2.1(a)(i7.2.1(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 6.2.1(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 6.37.3, 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 sharesshares of Capital Stock; 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 6.2.1(a)(i7.2.1(a)(i) or (ii), then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 6.2.1(a)(i7.2.1(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. (iii) 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 (except 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 6.2.1(b7.2.1(b), a violation of any provision of Section 6.2.1(a) this Article VII would nonetheless be continuing (as, for example, example where the ownership of shares of Capital Stock by a single Trust would result in violate the shares of Capital Stock being Beneficially Owned (determined under the principles of Section 856(a)(5) of the Code) by fewer than 100 Personsstockholder 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 Section 6.2.1(a) hereofthis Article VII.

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 6.2.1(a)(i) or (ii): 2.1(a): (i) then that number of shares of the Capital Stock, 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 6.2.1(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 6.33, 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; or or (ii) if the Transfer 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 6.2.1(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 6.2.1(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. . (2) In determining which shares of Capital Stock are to be transferred to a Trust in accordance with this Section 6.2.1(b2.1(b) and Section 6.3 hereof3, 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 as provided in Section 6.2.6) and, to the extent not inconsistent therewith, on a pro rata basis. To that the extent that, upon a transfer Board of Directors determines that the shares of Capital Stock pursuant transferred to this Section 6.2.1(b), a violation of any provision of Section 6.2.1(a) would nonetheless the Trust shall be continuing (as, for example, where the ownership of shares of Capital Stock those directly or indirectly held or Beneficially Owned or Constructively Owned by a single Trust would result in Person or Persons that caused or contributed to the shares application of Capital Stock being Beneficially Owned (determined under the principles of Section 856(a)(5) of the Code) by fewer than 100 Persons), then shares of Capital Stock shall be transferred to that number of Trusts, each having a 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 Section 6.2.1(a) hereof.this Section

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 6.2.1(a)(i7.2.1(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 6.2.1(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 6.37.3, 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 sharesshares of Capital Stock; 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 6.2.1(a)(i7.2.1(a)(i) or (ii), then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 6.2.1(a)(i7.2.1(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. (iii) 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 (except 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 6.2.1(b7.2.1(b), a violation of any provision of Section 6.2.1(a) this Article VII would nonetheless be continuing (as, for example, where the ownership of shares of Capital Stock by a single Trust would 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 Persons), then shares of Capital Stock shall be transferred to that number of Trusts, each having a 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 Section 6.2.1(a) hereof.

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) Shares occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Capital Stock Shares in violation of Section 6.2.1(a)(i7.2.1(a)(i) or (ii):), (i) then that number of shares of the Capital Stock, Shares the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 6.2.1(a)(i7.2.1(a)(i) or (ii) (rounded up to the nearest whole share) shall be automatically transferred to a to, and held by, an Excess Share Trust for the exclusive benefit of a one or more Charitable BeneficiaryBeneficiaries, as described in Section 6.37.3, 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 sharesShares; or (ii) if the Transfer transfer to the Excess Share Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 6.2.1(a)(i7.2.1(a)(i) or (ii), then the Transfer of that number of shares of Capital Stock Shares that otherwise would cause any Person to violate Section 6.2.1(a)(i7.2.1(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(bShares. (iii) 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 (except 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 Shares pursuant to this Section 6.2.1(b7.2.1(b), a violation of any provision of Section 6.2.1(a) this Article VII would nonetheless be continuing (as, for example, example where the ownership of shares of Capital Stock Shares by a single Excess Share Trust would result in violate the shares of Capital Stock being Beneficially Owned (determined under the principles of Section 856(a)(5) of the Code) by fewer than 100 Personsperson requirement applicable to REITs), then shares of Capital Stock Shares shall be transferred to that number of Excess Share Trusts, each having a distinct Excess Share Trustee and a Charitable Beneficiary or Charitable Beneficiaries that are distinct from those of each other Excess Share Trust, such that there is no violation of any provision of Section 6.2.1(a) hereofthis 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 6.2.1(a)(i7.2.1(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 6.2.1(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 6.37.3, 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 transfer to the Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 6.2.1(a)(i7.2.1(a)(i) or (ii), then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 6.2.1(a)(i7.2.1(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. (iii) 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 (except 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 6.2.1(b7.2.1(b), a violation of any provision of Section 6.2.1(a) this Article VII would nonetheless be continuing (as, for example, example where the ownership of shares of Capital Stock by a single Trust would result in violate the shares of Capital Stock being Beneficially Owned (determined under the principles of Section 856(a)(5) of the Code) by fewer than 100 Personsstockholder 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 Section 6.2.1(a) hereofthis 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) 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 6.2.1(a)(i7.2(a)(i)(A), (B) or (ii):D), (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 6.2.1(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 6.37.3, 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 sharesEquity Shares; or (iiB) if the Transfer 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 6.2.1(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 6.2.1(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. 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 (except as provided in Section 6.2.6) and, to the extent not inconsistent therewith, on a pro rata basisEquity Shares. To the extent that, upon a transfer of shares of Capital Stock Equity Shares pursuant to this Section 6.2.1(b7.2(a)(ii), a violation of any provision of Section 6.2.1(a) this Article VII would nonetheless be continuing (as, for example, where the ownership of shares of Capital Stock Equity Shares by a single Charitable Trust would result in violate the shares of Capital Stock being Beneficially Owned (determined under the principles of Section 856(a)(5) of the Code) by fewer than 100 Personsshareholder 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 Section 6.2.1(a) hereofthis 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) Shares occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Capital Stock Shares in violation of Section 6.2.1(a)(i6.9.1(a)(i) or (ii):), (i) then that number of shares of the Capital Stock, Shares the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 6.2.1(a)(i6.9.1(a)(i) or (ii) (rounded up to the nearest whole share) shall be automatically transferred Transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as described in Section 6.36.9.10, 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 sharesShares; or (ii) if the Transfer to the Charitable Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 6.2.1(a)(i6.9.1(a)(i) or (ii), then the Transfer of that number of shares of Capital Stock Shares that otherwise would cause any Person to violate Section 6.2.1(a)(i6.9.1(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 (except as provided in Section 6.2.6) and, to the extent not inconsistent therewith, on a pro rata basisShares. To the extent that, upon a transfer of shares of Capital Stock Shares pursuant to this Section 6.2.1(b6.9.1(b), a violation of any provision of this Section 6.2.1(a) 6.9 would nonetheless be continuing (as, for example, example where the ownership of shares of Capital Stock Shares by a single Charitable Trust would result in violate the shares of Capital Stock being Beneficially Owned (determined under the principles of Section 856(a)(5) of the Code) by fewer than 100 Personsstockholder requirement applicable to REITs), then shares of Capital Stock 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 Section 6.2.1(a) hereof6.9.