Transfers to Family Members. Notwithstanding the provisions of Section 2.1, each Shareholder shall be permitted to transfer (whether by purchase, assignment, gift, bequest, devise, levy, execution or other means of transfer) all or any portion of his or her Stock to (i) his or her spouse or any family members, (ii) any custodian, guardian or other representative for a spouse or family members, and/or (iii) the trustee of any trust created for the benefit of the Shareholder, his or her spouse and/or family members (collectively the "Permitted Family Transferees") provided that each and every such Permitted Family Transferee executes a written acknowledgment that (i) all Stock held by the Permitted Family Transferee will, notwithstanding the transfer to such Permitted Family Transferee, be deemed for all purposes of this Agreement to be owned by the transferring Shareholder, and (ii) the Permitted Family Trustee is to be bound by all of the terms of this Agreement as if a signatory "Shareholder" hereto.
Appears in 4 contracts
Samples: Right of First Refusal Agreement (Grand Prix Association of Long Beach Inc), Right of First Refusal Agreement (Penske Motorsports Inc), Right of First Refusal Agreement (International Speedway Corp)
Transfers to Family Members. Notwithstanding the provisions --------------------------- of Section 2.14.1, each the Shareholder shall be permitted to transfer (whether by purchase, assignment, gift, bequest, devise, levy, execution or other means of transfer) all or any portion of his or her Stock to (i) his or her spouse or any family memberslineal descendant, (ii) any custodian, guardian or other representative for a spouse or family memberslineal descendant, and/or (iii) the trustee of any trust created for the benefit of the Shareholder, his or her spouse and/or family members lineal descendants (collectively the "Permitted Family Transferees") provided that each and every such Permitted Family Transferee executes a written acknowledgment that (i) all Stock held by the Permitted Family Transferee will, notwithstanding the transfer to such Permitted Family Transferee, be deemed for all purposes of this Agreement to be owned by the transferring Shareholder, and (ii) the Permitted Family Trustee is he, she or it agrees to be bound by all of the terms of this Agreement as if a signatory "Shareholder" heretoAgreement.
Appears in 2 contracts
Samples: Subscription, Option and Shareholder's Agreement (Ryder TRS Inc), Subscription, Option and Shareholder's Agreement (Ryder TRS Inc)
Transfers to Family Members. Notwithstanding the provisions of ---------------------------
Section 2.1, each 4.1 the Shareholder shall be permitted to transfer (whether by purchase, assignment, gift, bequest, devise, levy, execution or other means of transfer) all or any portion of his or her Stock to (i) his or her spouse or any family memberslineal descendant, (ii) any custodian, guardian or other representative for a spouse or family memberslineal descendant, and/or (iii) the trustee of any trust created for the benefit of the Shareholder, his or her spouse and/or family members lineal descendants (collectively the "Permitted Family Transferees") provided that each and every such Permitted Family Transferee executes a written acknowledgment that (i) all Stock held by the Permitted Family Transferee will, notwithstanding the transfer to such Permitted Family Transferee, be deemed for all purposes of this Agreement to be owned by the transferring Shareholder, and (ii) the Permitted Family Trustee is he, she or it agrees to be bound by all of the terms of this Agreement as if a signatory "Shareholder" heretoAgreement.
Appears in 1 contract
Samples: Subscription, Option and Shareholder's Agreement (Ryder TRS Inc)