Transfer of Excess Shares. Upon any purported Transfer that results in Excess Shares pursuant to Section 3 of this Article Thirteenth, such Excess Shares shall be automatically transferred to the Excess Share Trustee, as trustee of a special trust for the exclusive benefit of the Charitable Beneficiary. The Corporation shall name a Charitable Beneficiary, if one does not already exist, within five days of the discovery of any designation of any Excess Shares; however, the failure to so name a Charitable Beneficiary shall not affect the designation of Shares as Excess Shares or the transfer thereof to the Excess Share Trustee. Excess Shares so held in trust shall be issued and outstanding Shares of the Corporation. The Purported Record Transferee shall have no rights in such Excess Shares except as expressly provided in this Article Thirteenth.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Skiing Co /Me), Agreement and Plan of Merger (Oak Hill Capital Partners L P), Agreement and Plan of Merger (Meristar Hotels & Resorts Inc)
