Common use of Sale of Shares by Trustee Clause in Contracts

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company that Shares have been transferred to the Trust, the Trustee of the Trust shall sell the Shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section 13.2(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Shares or, if the event causing the Shares to be held in the Trust did not involve a purchase of such Shares at Market Price, the Market Price of the Shares on the day of the event causing the Shares to be held in the Trust and (2) the price per Share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(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 Company that Shares have been transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the 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 13.11(d), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company that Shares have been transferred to the Trust, the Trustee of the Trust shall sell the Shares held in the Trust to a personPerson, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section Section 13.2(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Shares or, if the event causing the Shares to be held in the Trust did not involve a purchase of such Shares at Market Price, the Market Price of the Shares on the day of the event causing the Shares to be held in the Trust and (2) the price per Share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which that have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(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 Company that Shares have been transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the 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 Section 13.11(d), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of As soon as reasonably practicable after receiving notice from the Company Corporation that Shares have been transferred Transferred to the TrustTrust (and no later than 20 days after receiving notice in the case of Shares that are listed or admitted to trading on any alternate trading system), the Trustee of the Trust shall sell the Shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section 13.2(aSection 6.1.1(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d)6.2.4. 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 Trust did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction), the Market Price of the Shares on the day of the event causing the Shares to be held in the Trust and (2b) the price per Share sales proceeds received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions dividends and other Distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(c)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 Company Corporation that Shares have been transferred Transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the 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 13.11(d)Section 6.2.4, such excess shall be paid to the Trustee by the Prohibited Owner upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company that Shares have been transferred to the Trust, the Trustee of the Trust shall sell the Shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section Section 13.2(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Shares or, if the event causing the Shares to be held in the Trust did not involve a purchase of such Shares at Market Price, the Market Price of the Shares on the day of the event causing the Shares to be held in the Trust and (2) the price per Share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(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 Company that Shares have been transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the 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 Section 13.11(d), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company Corporation that Shares shares of Capital Stock have been transferred to the Trust, the Trustee of the Trust shall sell the Shares shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares shares will not violate the ownership limitations set forth in ‎Section 13.2(aArticle NINTH (b)(1)(i). Upon such sale, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(dArticle NINTH (c)(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 in connection with the event causing the Shares shares to be held in the Trust did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction), the Market Price of the Shares shares on the day of the event causing the Shares shares to be held in the Trust and (2) the price per Share share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares shares held in the Trust. The 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 Trustee pursuant to Section 13.11(cArticle NINTH (c)(3). 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 Company Corporation that Shares shares of Capital Stock have been transferred to the 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 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 13.11(dArticle NINTH (c)(4), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company Corporation that Shares shares of Series A Preferred Stock have been transferred to the Trust, the Trustee of the Trust shall sell the Shares shares held in the Trust to a personPerson or Persons, designated by the Trustee, whose ownership of the Shares shares will not violate the ownership limitations set forth in ‎Section 13.2(aSection 9(b)(i)(A). Upon such sale, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d9(c)(iv). 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 Trust did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction), the Market Price of the Shares shares on the day of the event causing the Shares shares to be held in the Trust and (2) the price per Share share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares shares held in the Trust. The Trustee may shall 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 Trustee pursuant to Section 13.11(c9(c)(iii). 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 Company Corporation that Shares shares of Series A Preferred Stock have been transferred to the 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 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 13.11(dSection 9(c)(iv), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company that Shares have been transferred to the Trust, the Trustee of the Trust shall sell the Shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section ‎ Section 13.2(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Shares or, if the event causing the Shares to be held in the Trust did not involve a purchase of such Shares at Market Price, the Market Price of the Shares on the day of the event causing the Shares to be held in the Trust and (2) the price per Share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(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 Company that Shares have been transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the 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 13.11(d), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 twenty (20) days of receiving notice from the Company that Shares have been transferred to the Trust, the Trustee of the Trust shall sell the Shares held in the Trust to a personPerson, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section 13.2(aSection 8.1(a)(i). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d8.2(d). The Prohibited Owner shall receive the lesser of (1i) the price paid by per share in the Prohibited Owner for transaction that resulted in the transfer of Shares to the Trust (or, if in the event causing the Shares to be held in the Trust did not involve of a purchase of gift, devise or other such Shares at Market Pricetransaction, the Market Price of the Shares on the day of the transfer or other event causing that resulted in the transfer of such Shares to be held in the Trust trust) and (2ii) the price per Share share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(c8.2(c). Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary, together with any other amounts held by the Trustee for the Charitable Beneficiary. If, prior to the discovery by the Company that Shares have been transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (iA) such Shares shall be deemed to have been sold on behalf of the 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 13.11(dSection 8.2(d), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company that Shares have been transferred to the Trust, the Trustee of the Trust shall sell the Shares held in the Trust to a personPerson, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section Section 13.2(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Shares or, if the event causing the Shares to be held in the Trust did not involve a purchase of such Shares at Market Price, the Market Price of the Shares on the day of the event causing the Shares to be held in the Trust and (2) the price per Share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(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 Company that Shares have been transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the 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 Section 13.11(d), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company that Shares of a Series have been transferred to the Trust, the Trustee of the Trust shall sell the Shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section Section 13.2(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Shares or, if the event causing the Shares to be held in the Trust did not involve a purchase of such Shares at Market Price, the Market Price of the Shares on the day of the event causing the Shares to be held in the Trust and (2) the price per Share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(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 Company that Shares of a Series have been transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the 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 Section 13.11(d), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company Trust that Equity Shares have been transferred to the Charitable Trust, the Trustee of the Charitable Trust shall sell the Shares shares held in the Charitable Trust to a person, designated by the Trustee, whose ownership of the Shares shares will not violate the ownership limitations set forth in ‎Section 13.2(aSection 7.2.1(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d)7.3.4. 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 in connection with the event causing the Shares shares to be held in the Charitable Trust did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction), 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 price per Share share received by the 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 Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(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 Company Trust that Equity Shares have been transferred to the 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 13.11(d)Section 7.3.4, such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company that Series D Preferred Shares have been transferred to the Charitable Trust, the Trustee of the Charitable Trust shall sell the Shares shares held in the Charitable Trust to a person, designated by the Trustee, whose ownership of the Shares shares will not violate the ownership limitations set forth in ‎Section 13.2(aSection 17.6(c)(i)(A). Upon such sale, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d17.6(d)(iv). 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 did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction), 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 price per Share share received by the 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 In addition, if a Prohibited Owner has received any dividend or other distribution paid with respect to Series D Preferred Shares prior to the discovery by the Company that such Series D Preferred Shares have been transferred to the Trustee may reduce the amount payable to and the Prohibited Owner has not paid the Trustee the amount of such dividend or other distribution as required by Section 17.6(d)(iii), the amount received by the Prohibited Owner pursuant to the preceding sentence shall be reduced by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(c)such dividend or other distribution. 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 Company that Series D Preferred Shares have been transferred to the 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 13.11(dSection 17.6(d)(iv), such excess shall be paid by the Prohibited Owner to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 90 days of receiving notice from the Company Corporation that Shares shares of Capital Stock have been transferred to the Trust, the Trustee of the Trust shall sell the Shares shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares shares will not violate any of the ownership limitations restrictions set forth in ‎Section 13.2(aSection 2.1(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d)3.4. 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 in connection with the event causing the Shares shares to be held in a Trust (e.g., in the Trust did not involve case of a purchase of gift, devise or other such Shares at Market Pricetransaction), the Market Price of the Shares shares on the day of the event causing the Shares shares to be held in the Trust and (2) the price per Share share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(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 Company Corporation that Shares shares of Capital Stock have been transferred to the 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 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 13.11(d)Section 3.4, such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 twenty (20) days of receiving notice from the Company that Shares have been transferred to the Trust, the Trustee of the Trust shall sell the Shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section 13.2(a)8.2.1. Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d)8.10.4. The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Shares or, if the event causing the Shares to be held in the Trust did not involve a purchase of such Shares at Market Price, the Market Price of the Shares on the day of the event causing the Shares to be held in the Trust and (2) the price per Share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(c)8.10.3. 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 Company that Shares have been transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the 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 13.11(d)8.10.4, such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 twenty (20) days of receiving notice from the Company Corporation that Shares shares of Capital Stock have been transferred to the Trust, the Trustee of the Trust shall sell the Shares shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares shares will not violate the ownership limitations set forth in ‎Section 13.2(aSection 7.2.1(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d)7.3.4. The Prohibited Owner shall receive the lesser of (1i) 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 Trust did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction), the Market Price of the Shares shares on the day of the event causing the Shares shares to be held in the Trust and (2ii) the price per Share share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and other distributions which that have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(c)7.3.3 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 Company Corporation that Shares shares of Capital Stock have been transferred to the 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 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 13.11(d)Section 7.3.4, such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 twenty days of receiving notice from the Company that Shares have been transferred to the Charitable Trust, the Trustee of the Charitable Trust shall sell the Shares held in the Charitable Trust to a personPerson, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section 13.2(aSection 3.1(a)(i). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d3.2(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 did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction), 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 price per Share received by the 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 Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(c3.2(c). Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, If prior to the discovery by the Company that Shares have been transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the 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 13.11(dSection 3.2(d), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 twenty (20) days of receiving notice from the Company Corporation that Shares shares of Capital Stock have been transferred to the Trust, the Trustee of the Trust shall sell the Shares shares held in the Trust to a personPerson or Persons, designated by the Trustee, whose ownership of the Shares shares will not violate the ownership limitations set forth in ‎Section 13.2(aSection 6.2.1(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d)6.3.4. 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 in connection with the event causing the Shares shares to be held in the Trust did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction), the Market Price of the Shares shares on the day of the event causing the Shares shares to be held in the Trust and (2) the price per Share share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares shares held in the Trust. The Trustee may shall 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 Trustee pursuant to Section 13.11(c)6.3.3 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 Company Corporation that Shares shares of Capital Stock have been transferred to the 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 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 13.11(d)Section 6.3.4, such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company that Shares of a Series have been transferred to the Trust, the Trustee of the Trust shall sell the Shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section 13.2(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section ‎Section 13.11(d). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Shares or, if the event causing the Shares to be held in the Trust did not involve a purchase of such Shares at Market Price, the Market Price of the Shares on the day of the event causing the Shares to be held in the Trust and (2) the price per Share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section ‎Section 13.11(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 Company that Shares of a Series have been transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the 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 13.11(d), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company Corporation that Shares shares of Capital Stock have been transferred to the Trust, the Trustee of the Trust shall sell the Shares shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares shares will not violate the ownership limitations set forth in ‎Section 13.2(aSection 2(1)(A). Upon such sale, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d3(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 in connection with the event causing the Shares shares to be held in the Trust did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction), the Market Price of the Shares shares on the day of the event causing the Shares shares to be held in the Trust and (2) the price per Share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares shares held in the Trust. The 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 Trustee pursuant to Section 13.11(c)3(3) of this Article IV. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately promptly paid to the Charitable Beneficiary. If, prior to the discovery by the Company Corporation that Shares shares of Capital Stock have been transferred to the 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 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 13.11(dSection 3(4), such excess shall be paid to the Trustee upon demanddemand and, when received, shall be promptly distributed to the Charitable Beneficiary.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company Corporation that Shares shares of Capital Stock have been transferred to the Trust, the Trustee of the Trust shall sell the Shares shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares shares will not violate the ownership limitations set forth in ‎Section 13.2(a)clause (b)(i)(A) of this ARTICLE SIXTH. Upon such sale, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(dclause (c)(iv). 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 in connection with the event causing the Shares shares to be held in the Trust did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction), the Market Price of the Shares shares on the day of the event causing the Shares shares to be held in the Trust and (2B) the price per Share share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares shares held in the Trust. The 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 Trustee pursuant to Section 13.11(c)clause (c)(iii) of this ARTICLE SIXTH. 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 Company Corporation that Shares shares of Capital Stock have been transferred to the Trustee, such Shares shares are sold by a Prohibited Owner, then (iA) such Shares shares shall be deemed to have been sold on behalf of the 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 13.11(dclause (c)(iv), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company LCC Corporation that Shares shares of Capital Stock have been transferred to the Charitable Trust, the Trustee of the Charitable Trust shall sell the Shares shares held in the Charitable Trust to a personone or more Persons, designated by the Trustee, whose ownership of the Shares shares will not violate the ownership limitations set forth in ‎Section 13.2(a)Section 1.2.1(a) of this Schedule. Upon such salesale or sales, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d)1.3.4. 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 in connection with the event causing the Shares shares to be held in the Charitable Trust did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction), 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 price per Share share received by the 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 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 Trustee pursuant to Section 13.11(c)1.3.3 of this Schedule. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary, together with any distributions thereon. If, prior to the discovery by the Company LCC Corporation that Shares shares of Capital Stock have been transferred to the 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 13.11(d)Section 1.3.4, such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 twenty (20) days of receiving notice from the Company Corporation that Shares shares of Capital Stock have been transferred to the Trust, the Trustee of the Trust shall sell the Shares shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares shares will not violate the ownership limitations set forth in ‎Section 13.2(aSection 7.2.1(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d)7.3.4. The Prohibited Owner shall receive the lesser of (1i) the price paid by the Prohibited Owner for the Shares shares or, if the Prohibited Owner did not give Table of Contents value for the shares in connection with the event causing the Shares shares to be held in the Trust did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction), the Market Price of the Shares shares on the day of the event causing the Shares shares to be held in the Trust and (2ii) the price per Share share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and other distributions which that have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(c)7.3.3 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 Company Corporation that Shares shares of Capital Stock have been transferred to the 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 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 13.11(d)Section 7.3.4, such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company Corporation that Shares shares of Capital Stock have been transferred to the Trust, the Trustee of the Trust shall sell the Shares shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares shares will not violate the ownership limitations set forth in ‎Section 13.2(aSection 7.2.1(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d)7.3.4. 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 in connection with the event causing the Shares shares to be held in the Trust did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction), the Market Price of the Shares shares on the day of the event causing the Shares shares to be held in the Trust and (2) the price per Share share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares shares held in the Trust. The 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 Trustee pursuant to Section 13.11(c)7.3.3 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 Company Corporation that Shares shares of Capital Stock have been transferred to the 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 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 13.11(d)Section 7.3.4, such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 twenty (20) days of receiving notice from the Company Trust that Shares have been transferred to the Charitable Trust, the Trustee of the Trust shall sell the Shares held in the Charitable Trust to a person, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section 13.2(a)Section 2(a)(i) of this Article IV. Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d3(d). The Prohibited Owner shall receive the lesser of the (1i) 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 did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction), the Market Price of the Shares on the day of the event causing the Shares to be held in the Charitable Trust and (2ii) the price per Share received by the 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 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 Trustee pursuant to Section 13.11(c)3(c) of this Article IV. 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 Company Trust that Shares have been transferred to the 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 13.11(dSection 3(d), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of after receiving notice from the Company Corporation that Shares shares of Capital Stock have been transferred to the Trust, the Trustee of the Trust shall sell the Shares shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares shares will not violate the ownership limitations set forth in ‎Section 13.2(aSection 4.2(a)(i). Upon such sale, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d4.3(d). The Prohibited Owner shall receive the lesser of (1i) 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 Trust did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction or a Non-Transfer Event), the Market Price of the Shares shares on the day of the event causing the Shares shares to be held in the Trust and (2ii) the price per Share share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares shares held in the Trust. The 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 owned by the Prohibited Owner to the Trustee pursuant to Section 13.11(c4.3(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 Company Corporation that Shares shares of Capital Stock have been transferred to the Trustee, such Shares shares are sold by a Prohibited Owner, then (ia) such Shares shares shall be deemed to have been sold on behalf of the 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 13.11(dSection 4.3(d), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company Corporation that Shares shares of Capital Stock have been transferred to the Trust, the Trustee of the Trust shall sell the Shares shares held in the Trust to a personPerson, designated by the Trustee, whose ownership of the Shares shares will not violate the ownership limitations set forth in ‎Section 13.2(aSection 7.2.1(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d)7.3.4. 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 in connection with the event causing the Shares shares to be held in the Trust did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction), the Market Price of the Shares shares on the day of the event causing the Shares shares to be held in the Trust and (2) the price per Share share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares shares held in the Trust. The 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 Trustee pursuant to Section 13.11(c)7.3.3 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 Company Corporation that Shares shares of Capital Stock have been transferred to the 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 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 13.11(d)Section 7.3.4, such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company that Shares have been transferred to the Trust, the Trustee of the Trust shall sell the Shares held in the Trust to a personPerson, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section Section 13.2(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Shares or, if the event causing the Shares to be held in the Trust did not involve a purchase Net Original Purchase Price of such Shares at Market Price, the Market Price of the Shares on the day of the event causing the Shares to be held in the Trust and (2) the price per Share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which that have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(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 Company that Shares have been transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the 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 Section 13.11(d), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company that Shares have been transferred to the Trust, the Trustee of the Trust shall sell the Shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section 13.2(a12.1(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d12.10(d). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Shares or, if the event causing the Shares to be held in the Trust did not involve a purchase of such Shares at Market Price, the Market Price of the Shares on the day of the event causing the Shares to be held in the Trust and (2) the price per Share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(c12.10(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 Company that Shares have been transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the 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 13.11(d12.10(d), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company that Shares have been transferred to the Trust, the Trustee of the Trust shall sell the Shares held in the Trust to a personPerson, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section Section 13.2(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Shares or, if the event causing the Shares to be held in the Trust did not involve a purchase of such Shares at Market Reg A+ Purchase Price, the Market Reg A+ Purchase Price of the Shares on the day of the event causing the Shares to be held in the Trust and (2) the price per Share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which that have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(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 Company that Shares have been transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the 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 Section 13.11(d), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 days of receiving notice from the Company that Shares have been transferred to the Trust, the Trustee of the Trust shall sell the Shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section 13.2(a‎ Section 13.2.(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d13.11.(d). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Shares or, if the event causing the Shares to be held in the Trust did not involve a purchase of such Shares at Market Price, the Market Price of the Shares on the day of the event causing the Shares to be held in the Trust and (2) the price per Share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(c13.11.(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 Company that Shares have been transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the 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 13.11(d13.11.(d), such excess shall be paid to the Trustee upon demand.

Sale of Shares by Trustee. Within 20 twenty days of receiving notice from the Company that Shares have been transferred to the Charitable Trust, the Trustee of the Charitable Trust shall sell the Shares held in the Charitable Trust to a personPerson, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in ‎Section 13.2(aSection 3.1(a)(i). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d3.2(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 did not involve (e.g., in the case of a purchase of gift, devise or other such Shares at Market Pricetransaction), 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 price per Share received by the 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 Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(c3.2(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 Company that Shares have been transferred to the 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 13.11(dSection 3.2(d), such excess shall be paid to the Trustee upon demand.