Common use of Transfer in Trust Clause in Contracts

Transfer in Trust. (i) If, notwithstanding the other provisions contained in this Section 9, at any time during the Restriction Period there is a purported Transfer or Non-Transfer Event such that any Individual would Beneficially Own Shares in excess of the General Ownership Limit (“Excess Shares”), then, (i) except as otherwise provided in Section 9.9, the purported transferee shall acquire no right or interest (or, in the case of a Non-Transfer Event, the Person holding record title to the Shares Actually Owned or Beneficially Owned by such Individual shall cease to own any right or interest) in such number of Shares that would cause such result, and (ii) such number of Shares in excess of the General Ownership Limit (rounded up to the nearest whole Share) shall be designated Excess Shares and, in accordance with Section 9.11, transferred automatically and by operation of law to a Separate Trust to be held in accordance with Section 9.11. Such transfer to a Separate Trust and the designation of the Shares as Excess Shares shall be effective as of the close of business on the Business Day prior to the date of the purported Transfer or Non- Transfer Event, as the case may be.