Common use of Transfers Deemed to be Offers Clause in Contracts

Transfers Deemed to be Offers. Notwithstanding anything to the contrary herein (i) if title to any Shares subject to any trust, including a Family Trust, or held by any Family Entity are transferred to anyone or any entity other than a Family Descendant, a Family Trust or a Family Entity pursuant to the terms of such trust or by the governing document(s) of the Family Entity, by action of the trustee(s) thereof or the governing, operating, managing or controlling body, person or entity thereof, upon termination of such trust or Family Entity, by power of appointment or otherwise (a “Nonpermitted Transferee”), such Shares shall be deemed to be offered for sale pursuant to Section 3 hereof; and (ii) if a person who is a Family Descendant, Family Trust or Family Entity but who is not a party to this Agreement acquires outright any Shares held in trust or by a Family Entity, such Family Descendant, Family Entity or the trustee(s) of such Family Trust must become a party to this Agreement effective upon the receipt of such Shares or such Shares shall be deemed to be offered for sale pursuant to Section 3 hereof.

Transfers Deemed to be Offers. Notwithstanding anything to the contrary herein (i) if title to any Shares subject to any trust, including a Family Trust, or held by any Family Entity or pledged pursuant to Section 7(a)(iv) are transferred to anyone or any entity other than a Family Descendant, a Family Trust or a Family Entity pursuant to the terms of such trust or by the governing document(s) of the Family Entity, by action of the trustee(s) thereof or the governing, operating, managing or controlling body, person or entity thereof, upon termination of such trust or Family Entity, by power of appointment or otherwise (a “Nonpermitted Transferee”), such Shares shall be deemed to be offered for sale pursuant to Section 3 hereof; and (ii) if a person who is a Family Descendant, Family Trust or Family Entity but who is not a party to this Agreement acquires outright any Shares held in trust or by a Family Entity, such Family Descendant, Family Entity or the trustee(s) of such Family Trust must become a party to this Agreement effective upon the receipt of such Shares or such Shares shall be deemed to be offered for sale pursuant to Section 3 hereof.