Common use of Exempt Transfers Clause in Contracts

Exempt Transfers. The Company's First Refusal Right under this Section 3 shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estate.

Exempt Transfers. The (a) Notwithstanding the foregoing, the first refusal and co-sale rights of the Company's First Refusal Right under this , Investors and/or UFRF set forth in Section 3 6 above shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust any transfer without consideration to the Selling Stockholder’s or Investor Selling Stockholder’s ancestors, descendants or spouse or to trusts for the sole benefit of Recipientsuch persons or the Selling Stockholder, his or her spouse, or his or her lineal descendants, or (ii) any transfer or transfers by a Selling Stockholder or Investor Selling Stockholder to his another Selling Stockholder or her spousean Investor Selling Stockholder (the “Transferee-Selling Stockholder”) so long as the Transferee-Selling Stockholder is, siblingsat the time of the Transfer, lineal descendants thereof, parents, employed by or his acting as a consultant or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission director of the Company, (iii) any pledge of Selling Stockholder Shares or Investor Selling Stockholder Shares made pursuant to a bona fide loan transaction that creates a mere security interest, (iv) any bona fide gift, or (v) any transfer to an Affiliate of such Selling Stockholder or Investor Selling Stockholder; provided said Recipient is trustee and prior written notice (together with a copy that in the event of any transfer made pursuant to one of the trust agreementexemptions provided by clauses (i), (ii), (iii), (iv) is given and (v), (A) the Company within thirty Selling Stockholder or Investor Selling Stockholder shall inform the Investors of such transfer prior to effecting it and (30B) days thereafterthe transferee shall enter into a written agreement to be bound by and comply with all provisions of this Agreement, as if it were an original Selling Stockholder or Investor Selling Stockholder, as the case may be, hereunder. The trustee Such transferred Selling Stockholder Shares shall hold such Stock subject to all remain “Selling Stockholder Shares” or “Investor Selling Stockholder Shares,” as the provisions hereofcase may be, hereunder, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) such transferee shall be required to sell, transfer treated as the “Selling Stockholders” or present said Stock for purchase “Investor Selling Stockholders,” as provided hereinthe case may be, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation purposes of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transfereeAgreement, except that payment for such trustee and transferee Stock shall be made may not transfer shares pursuant to the trustee and transferee instead of to the original Recipient or his or her estatethis Section 6.6.

Exempt Transfers. The Company's First Refusal Right under this Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 3 6.1.2, Section 6.2 and Section 6.3 (to the extent applicable) shall not apply to: (a) transfer of Shares by an Ordinary Shareholder to transfers an entity wholly-owned by such Ordinary Shareholder (the “Wholly Owned Entity”), provided that such Ordinary Shareholder shall cause the Wholly Owned Entity to immediately transfer back to such Ordinary Shareholder all Shares transferred to it pursuant to the preceding if the Wholly Owned Entity is, or is planned to be, no longer wholly owned by such Ordinary Shareholder; (b) transfer by a Founder of up to ten percent (10%) of the Stock Ordinary Shares held by will such Founder at the Series B Closing Date, to a spouse or child of such Founder, or to the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to trust for such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust Founders account sponsored for the sole benefit of Recipienthis spouse and/or child (together with the Wholly Owned Entity, his the “Permitted Relatives”); or her spouse(c) transfer by a Preferred Shareholder of Shares to Alibaba pursuant to its Alibaba Call Option (together with the transfer to the Wholly Owned Entity and the Permitted Relatives in compliance with this Agreement, or his or her lineal descendantsthe “Exempt Transfers”); provided, or that, (i) unless otherwise approved by the Preferred Shareholders, the Ordinary Shareholders may conduct the Exempt Transfers under subsection (a) and (b) above in up to three (3) installments; (ii) other than the Exempt Transfers under subsection (c) above, each transferee in the Exempt Transfer, prior to his or her spousethe completion of the sale, siblings, lineal descendants thereof, parentstransfer, or his or her lineal descendants subject assignment, shall have executed documents, in form and substance satisfactory to a nonrevocable voting trust of a duration of 10 years without the written permission Preferred Shareholders, assuming the obligations of the CompanyTransferor under this Agreement, provided said Recipient is trustee the Articles and prior written notice (together with other relevant documents, and authorized the Transferor to vote as a copy Shareholder of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to transferred shares and executed all the provisions hereof, and related legal documents on behalf of such transferee; (iii) the total number of Ordinary Shares to be transferred in accordance with subsection (b) above shall make be no further transfers other more than as provided herein. Upon the death, total disability, or termination of employment ten (10%) percent of the transferor Recipient, Ordinary Shares held by such Transferor at the successor trustee or any cotrustee Series B Closing Date; and (and any subsequent transfereeiv) the Exempt Transfers shall be required in compliance with applicable Laws (including but not limited to sell, transfer or present said Stock for purchase as provided herein, for Laws relating to foreign exchange administration under the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estatePRC).

Exempt Transfers. The Company's First Refusal Right under this Section 3 10.1 Notwithstanding the foregoing or anything to the contrary herein, the provisions of Subsections 9.1 and 9.2 shall not apply (a) in the case of a Restricted Holder that is an entity, upon a transfer by such Restricted Holder to transfers its stockholders, members, partners, other equity holders or Affiliates, (b) to a repurchase of Transfer Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, or (c) in the case of a Restricted Holder that is a natural person or a trust, upon a transfer of Transfer Stock by will such Restricted Holder made for bona fide estate planning purposes, either to one or more Immediate Family Members, or any other relative approved by the Board, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the laws ownership interests of descent which are owned wholly by such Restricted Holder or any such Immediate Family Members; provided that in the case of clause(s) (a) and distribution; provided(c), howeverthe Restricted Holder shall deliver prior written notice to the Rights Holders of such pledge, that gift or transfer and such shares of Transfer Stock shall at all of times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement shall remain as a Restricted Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Restricted Holder with respect to Proposed Restricted Holder Transfers of such Transfer Stock pursuant to Section 9; and provided further in effect as the case of any transfer pursuant to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to clause (ia) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (iic) to his or her spouseabove, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject that such transfer is made pursuant to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient transaction in which there is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment consideration actually paid for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estatetransfer.

Exempt Transfers. The Company's ’s First Refusal Right under this Section 3 shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of RecipientOwner, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, spouse or his or her lineal descendants subject to a nonrevocable an irrevocable voting trust of a duration of 10 ten (10) years , without the written permission of the Company, provided said Recipient Owner is trustee and prior written notice (together with a copy of the trust agreement) is given give to the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided hereintherein. Upon the death, total disability, or termination of employment of the transferor RecipientOwner, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or to present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor RecipientOwner. Transferee Such transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 8 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient Owner or his or her estate.

Exempt Transfers. The Company's First Refusal Right under this Section 3 (a) Notwithstanding the foregoing, the foregoing right of first offer of the Stockholders and co-sale rights of the Investors shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) any transfer or transfers by a revocable trust Stockholder which in the aggregate, over the term of this Agreement, amount to no more than fifty thousand (50,000) shares of Stockholder Stock held by a Stockholder as of the date hereof (as adjusted for stock splits, dividends and the like), (ii) any transfer to the ancestors, descendants or spouse of the Stockholder or to trusts for the sole benefit of Recipientsuch persons or the Stockholder, his (iii) a transfer by a Stockholder which is (A) a partnership to either its partners or her spouseformer partners in accordance with partnership interests, or his or her lineal descendantsto its affiliated entities, (B) a corporation to its shareholders in accordance with their interest in the corporation, or (iiC) a limited liability company to his its members or her spouseformer members in accordance with their interest in the limited liability company, siblings, lineal descendants thereof, parents(iv) any pledge of Stockholder Stock made pursuant to a BONA FIDE loan transaction that creates a mere security interest, or his or her lineal descendants subject (v) any BONA FIDE gift; PROVIDED that in the event of any transfer made pursuant to a nonrevocable voting trust of a duration of 10 years without the written permission one of the Companyexemptions provided by clauses (ii), provided said Recipient is trustee (iii), (iv) and prior written notice (together with a copy of v), (A) the trust agreement) is given Stockholder shall inform the other Stockholders and the Company within thirty (30) days thereafter. The trustee shall hold of such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sellpledge, transfer or present said gift prior to effecting it and (B) the pledgee, transferee or donee shall furnish the other Stockholders and the Company with a written agreement to be bound by and comply with all provisions of Section 2. Except with respect to Stockholder Stock for purchase as provided hereintransferred under clause (i) above (which Stockholder Stock shall no longer be subject to the right of first refusal and co-sale rights of the Investors), for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee transferred Stockholder Stock shall make no further transfers other than as provided hereinremain "STOCKHOLDER STOCK" hereunder, and any attempted transfer in violation such pledgee, transferee or donee shall be treated as a "STOCKHOLDER" for purposes of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estateAgreement.

Exempt Transfers. The Company's First Refusal Right Notwithstanding anything to the contrary contained herein, the right of first refusal and co-sale rights of the Preferred Holders under this Section 3 4 shall not apply to transfers (a) any sale or transfer of Ordinary Share Equivalents to the Company pursuant to a repurchase right or right of first refusal held by the Company in the event of a termination of employment or consulting relationship; (b) any transfer of Ordinary Share Equivalents by each Founder to a company or an entity one hundred percent (100%) owned (legally and beneficially) by such Founder (the “Founder Holdco”), provided that such Founder and the applicable Founder Holding Company shall undertake in writing that without the prior written consent of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to Supermajority Preferred Holders: (i) such Founder Holdco (including the applicable Founder Holding Company) shall remain as a revocable trust for the sole benefit of Recipient, his company or her spouse, or his or her lineal descendants, or an entity one hundred percent (100%) owned (legally and beneficially) by such Founder; (ii) to such Founder shall not sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose of any of his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without shares in such Founder Holdco (including the written permission applicable Founder Holding Company); and (iii) such Founder Holdco (including the applicable Founder Holding Company) shall not engage in any business other than passively holding the shares of the Company, or to trusts of such Founder for bona fide estate planning purposes, and (c) subject to any limitation provided said Recipient hereunder or in the Memorandum and Articles, any transfer of Ordinary Share Equivalents by any Preferred Holder (each transferee pursuant to the foregoing subsections (a), (b) and (c), a “Permitted Transferee”); provided that, in any event, adequate documentation therefor is trustee provided to each Preferred Holder to its satisfaction with respect to such transfer and prior written notice (together with a copy that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the trust agreement) is given relevant transferor; provided, further, that such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder. Notwithstanding any other provisions of this Agreement, the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, right of first refusal and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment co-sale rights of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of Preferred Holders under this Section 3 4 shall be null and void and shall be disregarded by not apply to any sale or transfer of Ordinary Share Equivalents as a result of exercise of the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to put option in accordance with the trustee and transferee instead of to the original Recipient or his or her estatePut Option Agreement.

Exempt Transfers. The Company's First Refusal Right under this (a) Notwithstanding the foregoing, the provisions of Section 3 4.1 shall not apply to: (i) any pledge of Common Stock made pursuant to transfers a bona fide loan transaction that creates a mere security interest to which the holders of a majority of the Series E Stock then outstanding shall have consented; (ii) any transfer to the spouse, lineal descendants or antecedents, parents, siblings, or to trusts for the benefit of such persons or the Founder, whether such transfer occurs during the Founder’s lifetime or on the Founder’s death by will or intestacy; or (iii) any bona fide gift; provided that the laws pledgee, transferee or donee shall furnish the Preemptive Rights Holders with a written agreement to be bound by and comply with all provisions of descent this Agreement. Such transferred Common Stock shall remain “Common Stock” under this Agreement, and distribution; providedsuch pledgee, howevertransferee or donee shall be treated as a Founder for purposes of this Agreement, provided that all no such pledgee, transferee or donee shall have any registration rights under Section 1 of TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT this agreement. Any transfers of Common Stock to the Company upon exercise of the terms right of this Agreement shall remain repurchase or right of first refusal set forth in effect as to such transferred Stock. In additionany founders’ stock purchase agreement, Recipient may transfer all option exercise agreement or a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together other agreement with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee that was entered into by the Founder at the time he or she acquired such Common Stock shall hold such Stock subject to all also be exempt from the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estate4.1.

Exempt Transfers. The Notwithstanding anything in this Agreement to ---------------- the contrary, (a) Wexford may sell to A.T.T. IV, N.V. up to 150,000 shares (subject to adjustment) of Capital Stock pursuant to the Amended and Restated Option Agreement of even date herewith, and (b) each Stockholder that is not a natural person may sell any or all of its Capital Stock to any entity or person affiliated with, controlled by, or under common control with such Stockholder, in each case without the consent of the other Stockholder or the Company and without being required to first offer such Capital Stock to any Stockholder or the Company's First Refusal Right . Any such transferee of a Stockholder (other than A.T.T. IV, N.V. under clause (a) hereof) is referred to herein as a "Related Transferee." If any Stockholder transfers any of the Capital Stock held by it to a Related Transferee (or if any Related Transferee subsequently transfers or re-transfers any of such Capital Stock to another Related Transferee of such Stockholder), such Related Transferee shall receive and hold the Capital Stock so transferred subject to the provisions of this Agreement, including, without limitation, the obligations hereunder of the Stockholder who originally transferred such Capital Stock, as though such Capital Stock were still owned by such holder and the Related Transferee shall be deemed a Stockholder for purposes of this Agreement. It shall be a condition precedent to any Transfer permitted by this Section 3 4 that the Related Transferee shall not apply execute and deliver to transfers of the Stock by will or the laws of descent and distribution; provided, however, each party hereto an agreement acknowledging that all of the terms of this Agreement shall remain in effect as Capital Stock transferred or to be transferred to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient Related Transferee is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein subject to Stock shall be deemed to include Stock owned this Agreement and no Transfer by any Stockholder (or by any of such successor trustee holder's Related Transferees) under Section 4 shall release such Stockholder from any of such holder's obligations or subsequent transferee, except liabilities hereunder that payment for such trustee and transferee Stock shall be made occurred prior to the trustee and transferee instead date of to the original Recipient or his or her estatesuch transfer.

Exempt Transfers. The Company's ’s First Refusal Right under this Section 3 shall not apply to transfers of the Stock Shares by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock Shares to (i) a revocable trust for the sole benefit of RecipientOwner, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, spouse or his or her lineal descendants subject to a nonrevocable an irrevocable voting trust of a duration of 10 ten (10) years without the written permission of the Company, provided said Recipient Owner is trustee and prior written notice (together with a copy of the trust agreement) is given give to the Company within thirty (30) days thereafter. The trustee shall hold such Stock Shares subject to all the provisions hereof, and shall make no further transfers other than as provided hereintherein. Upon the death, total disability, or termination of employment of the transferor RecipientOwner, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or to present said Stock Shares for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor RecipientOwner. Transferee Such transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 8 shall be null and void and shall be disregarded by the Company. All references herein to Stock “Shares” shall be deemed to include Stock included Shares owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock Shares shall be made to the trustee and transferee instead of to the original Recipient Owner or his or her estate.