Estate Planning Transfers. Notwithstanding anything to the contrary contained in this Agreement or the LLC Agreement, the Executive may transfer any Vested Securities or Unvested Securities (or rights therein) to his estate upon his death or for estate planning purposes to his spouse, lineal descendants, or trusts for the benefit of such individuals of which Executive is the sole trustee, pursuant to arrangements approved by the Company.
Estate Planning Transfers. Notwithstanding any other provisions of the Plan and this Agreement to the contrary, Purchaser may, with the consent of the Company, such consent not to be unreasonably withheld, assign the Shares for bona fide estate planning purposes by Purchaser to his or her issue, or to a trustee or trustees of a trust whose vested beneficiaries then include any such of Purchaser’s kindred, if (i) the persons who would control the Shares and the proposed arrangements for the control of the Shares are reasonably satisfactory to the Company, including, without limitation, that any Shares will remain subject to all of the forfeiture and transfer restrictions and conditions set forth herein and in the Plan and (ii) the requirements of the Securities Act and any applicable state securities or blue sky laws are met.
Estate Planning Transfers. Shares of Capital Stock held by Company Stockholders may be Transferred for estate-planning purposes of such Company Stockholder, if authorized by the prior written approval of the Board (excluding such Company Stockholder and any Affiliate of such Company Stockholder, if applicable), acting reasonably, to (i) a trust under which the distribution of the shares of Capital Stock may be made only to beneficiaries who are such Company Stockholder, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants, (ii) a charitable remainder trust, the income from which will be paid to such Company Stockholder during his or her life, (iii) a corporation, the stockholders of which are only such Company Stockholder, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants or (iv) a partnership or limited liability company, the partners or members of which are only such Company Stockholder, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants.
Estate Planning Transfers. Shares of Common Stock held by Management Stockholders may be Transferred for estate-planning purposes of such Management Stockholder, authorized by the prior written approval of the Board (excluding such Management Stockholder and other members of the Board who are designees of the Management Stockholders), such approval not to be unreasonably withheld or delayed, to (i) a trust under which the distribution of the shares of Common Stock may be made only to beneficiaries who are such Management Stockholder, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants, (ii) a charitable remainder trust, the income from which will be paid to such Management Stockholder during his or her life, (iii) a corporation, the stockholders of which are only such Management Stockholder, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants or (iv) a partnership or limited liability company, the partners or members of which are only such Management Stockholder, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants.
Estate Planning Transfers. Transfers upon Death of a Management Member, Outside Investor Members or Other Investor Members. Interests and/or Special Membership Interests held by any Member may be transferred for estate-planning purposes of such Member, authorized by the prior written approval of the Board which shall not be unreasonably withheld (excluding such Member and other members of the Board who are designees of such Member), to (A) a trust under which the distribution of the Interests and/or Special Membership Interests may be made only to beneficiaries who are such Member, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants, (B) a charitable remainder trust, the income from which will be paid to such Member during his or her life, (C) a corporation, the members or shareholders of which are only such Member, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants or (D) a partnership or limited liability company, the partners or members of which are only such Member, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants. Interests and/or Special Membership Interests may be transferred as a result of the laws of descent, provided that any heirs, executors or other beneficiaries shall remain subject to the terms of this Agreement as if such Member continued to hold the Interests and/or Special Membership Interests, as applicable, directly.
Estate Planning Transfers. Notwithstanding anything herein to the contrary, a Participant may, at any time, make a Transfer of shares of Common Stock received pursuant to an Award to his parents, spouse, or descendants or to any trust for the benefit of the foregoing or to a custodian under any uniform gifts to minors act or similar statute for the benefit of any of the Participant's descendants.
Estate Planning Transfers. Estate Planning Transfer shall mean any transfer made during the life of a Member without value, or for less than full consideration, by a Member to:
(1) A Trust whose beneficiary or beneficiaries include the Member, or Member’s spouse, or Member’s descendents;
(2) A spouse of a Member;
(3) A descendent of a Member; and/or,
(4) One or more beneficiaries qualified to receive charitable gifts under the Internal Revenue Code. The Agreement will bind the transferee of any estate planning transfer to the exact terms and conditions of the Agreement. Estate planning transfers are authorized by the Company, without Company consent, but subject to notice.
Estate Planning Transfers. Transfers upon Death of a Management Member.
(i) Interests held by Management Members may be transferred for estate- planning purposes of such Management Member, authorized by the prior written approval, which shall not be unreasonably withheld, of the Managing Members, to (A) a trust under which the distribution of the Interests may be made only to beneficiaries who are such Management Member, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants, (B) a charitable remainder trust, the income from which will be paid to such Management Member during his or her life, (C) a corporation, the shareholders of which are only such Management Member, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants or (D) a partnership or limited liability company, the partners or members of which are only such Management Member, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants. Interests may be transferred as a result of the laws of descent.
Estate Planning Transfers. Notwithstanding anything in this Agreement to the contrary, Stockholder may transfer any or all of the Shares either during his or her lifetime or on his or her death by will or intestacy to his or her immediate family or to a trust with beneficiaries who are exclusively the undersigned and/or a member or members of his or her immediate family; provided that no transfer described in this Section shall be effective unless and until the transferee(s) execute an agreement stating that the transferee(s) is/are receiving and holding the Shares subject to the provisions of this Agreement. For purposes of this Section, "immediate family" shall mean and include only the spouse, lineal descendants, father, mother, brothers or sisters of the transferor.
Estate Planning Transfers. The Holder of the Exercised Shares may Transfer such shares (i) by will or under the laws of descent and distribution; (ii) pursuant to a domestic relations order; or (iii) to a trust, partnership, custodianship or other fiduciary account for the benefit of the Holder and/or his or her ancestors, descendants or spouse, so long as the Holder, during his or her lifetime, has control over such entity or account (each such transfer an “Estate Planning Transfer”). The transferee of an Estate Planning Transfer shall receive and hold the Common Shares so transferred subject to the provisions of this Agreement, including but not limited to this Section II.13.
