Transfer of Voting Stock. (a) Xxxxx Xxxxxxx shall not sell, assign or transfer, or otherwise dispose of, any shares of Class A Common Stock if such sale, assignment, transfer or disposition would result in the occurrence of a Change of Control while any Senior Note remains outstanding or a Risk Event while any Subordinated Debenture remains outstanding. Notwithstanding the preceding sentence, neither Xxxxx Xxxxxxx nor any of his Affiliates shall be obligated to dispose of any shares of Class A Common Stock to the extent that the percentage of the issued and outstanding shares of Voting Stock (or any class thereof) Beneficially Owned by Xxxxx Xxxxxxx and his Affiliates is increased as a result of a recapitalization of the Company or any other action taken by the Company, the LLC or any Member. So long as any Senior Note remains outstanding, Xxxxx Xxxxxxx shall not sell, assign, transfer or otherwise dispose of any shares of Class A Common Stock if such sale, assignment, transfer or disposition would result in Xxxxx Xxxxxxx Beneficially Owning a number of shares of Class A Common Stock which is less than the lesser of (i) seventy percent (70%) of the number of shares of Class B Common Stock allocated to Apollo on the date hereof pursuant to the operating agreement of the LLC and (ii) the number of shares of Class A Common Stock or Class B Common Stock then Beneficially Owned by Apollo plus one share
Transfer of Voting Stock. The County's prior written consent, which may be withheld or delayed in 1730 its sole and absolute discretion, shall be required for the sale or transfer by any means, whether 1731 by agreement or by operation of law (including transfers resulting from death, bankruptcy or 1732 divorce), of any of the voting stock of the Contractor. Notwithstanding any provision herein to the 1733 contrary, a transfer of voting stock from (i) Contractor to an Affiliate who is an Affiliate on the date 1734 of execution of this Agreement, (ii) between Contractor or members of their immediate family, (iii) 1735 between members of the same immediate family, or (iv) to a trust, testamentary or otherwise 1736 does not require the prior written consent of the County and is not subject to any requirement 1737 herein for submittal of information, reimbursement of costs or the transfer fee.
Transfer of Voting Stock. The Company will not, nor will it permit the Bank to, directly or indirectly, sell, assign, transfer or otherwise dispose of any shares of, securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock (as defined below) of the Bank or any successor thereof or any subsidiary of the Company that is a depository institution and that has consolidated assets equal to 30% or more of the Company’s consolidated assets (“Material Subsidiary”), nor will the Company permit the Material Subsidiary to issue any shares of, or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Material Subsidiary if, in each case, after giving effect to any such transaction and to the issuance of the maximum number of shares of Voting Stock of the Material Subsidiary issuable upon the exercise of all such convertible securities, options, warrants or rights, the Company would cease to own, directly or indirectly, at least 80% of the issued and outstanding Voting Stock of the Material Subsidiary. “Voting Stock” means outstanding shares of capital stock having voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power because of default in dividends or other default.
Transfer of Voting Stock. Except as contemplated by Section 9(b), the Company will not, nor will it permit MainStreet Bank (the “Bank”) to, directly or indirectly, sell, assign, transfer or otherwise dispose of any shares of, securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock (as defined below) of the Bank or any successor thereof or any subsidiary of the Company that is a depository institution and that has consolidated assets equal to 30% or more of the Company’s consolidated assets (“Material Subsidiary”), nor will the Company permit the Material Subsidiary to issue any shares of, or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Material Subsidiary if, in each case, after giving effect to any such transaction and to the issuance of the maximum number of shares of Voting Stock of the Material Subsidiary issuable upon the exercise of all such convertible securities, options, warrants or rights, the Company would cease to own, directly or indirectly, at least 80% of the issued and outstanding Voting Stock of the Material Subsidiary. “Voting Stock” means outstanding shares of capital stock having voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power because of default in dividends or other default.
Transfer of Voting Stock. The County's prior written consent, which may be withheld or delayed in 1731 its sole and absolute discretion, shall be required for the sale or transfer by any means, whether 1732 by agreement or by operation of law (including transfers resulting from death, bankruptcy or 1733 divorce), of any of the voting stock of the Contractor. Notwithstanding any provision herein to the 1734 contrary, a transfer of voting stock from (i) Contractor to an Affiliate who is an Affiliate on the date 1735 of execution of this Agreement, (ii) between Contractor or members of their immediate family, (iii) 1736 between members of the same immediate family, or (iv) to a trust, testamentary or otherwise 1737 does not require the prior written consent of the County and is not subject to any requirement 1738 herein for submittal of information, reimbursement of costs or the transfer fee. 1739 D. Reimbursement of Cost Related to Assignment Review. If the Contractor requests the consent of 1740 the County for any transaction described in Section 15.7 hereof, the proposed assignee, as a 1741 condition of assignment, shall reimburse the County for all costs and expenses incurred by the 1742 County in reviewing, examining, and analyzing the request, including all direct and indirect 1743 administrative expenses of the County and consultants and attorney’s fees and expenses. Along 1744 with its written request for the review of the assignment, Contractor shall remit to County an 1745 assignment review fee in the amount of one hundred thousand dollars ($100,000) which shall be 1746 intended to compensate the County of the costs of its review of the requested assignment. Such 1747 fee shall not be refundable to the Contractor in the event that the County determines, in its sole 1748 discretion, that the proposed assignment is unacceptable. In the event that the County’s total 1749 costs for the review of the assignment exceed one hundred thousand dollars ($100,000) the 1750 assignee shall compensate the County for its actual and reasonable costs within thirty (30) days of 1751 receiving the County’s invoice. Such costs shall be supported with evidence of the expense or cost 1752 incurred.
Transfer of Voting Stock. During the Standstill Period, no Holder shall cause or permit to be effected any Transfer of any Voting Stock to any of its Affiliates (other than Parent and any subsidiary of Parent) unless such Affiliate transferee shall have, prior to such Transfer, executed and delivered to Parent a binding counterpart of this Agreement agreeing to be bound as a Holder hereunder. Any purported Transfer in violation of this Section shall be void for all purposes.
Transfer of Voting Stock. The City of Capitola's written consent, which may be withheld or delayed in its sole and absolute discretion, shall be required for the sale or transfer by any means whether by agreement or by operation of law (including transfers resulting from death, bankruptcy or divorce) of any of the voting stock of the Franchisee, which results in loss by Green Waste Recovery of operational or voting control of Franchisee. "Voting control,” means the ownership of, and the right to vote, stock possessing at least 51 percent of the total combined voting power of all classes of Franchisee's capital stock issued, outstanding, and entitled to vote for the election of directors. Upon transfer of any of Franchisee's voting stock, City shall be given immediate notice of the class and number of shares transferred and of the number of outstanding shares of the class.
Transfer of Voting Stock
